EXHIBIT 5.2
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
June 18, 1997
Imperial Bancorp
9920 South La Cienega Boulevard
Inglewood, CA 90301
Ladies and Gentlemen:
We have acted as counsel to Imperial Bancorp, a California
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to $77,320,000 aggregate
principal amount of 9.98% Series B Junior Subordinated Deferrable Interest
Debentures due December 31, 2027 (the "Debentures") of the Company, $75,000,000
aggregate liquidation amount of 9.98% Series B Capital Securities (the "Capital
Securities") of Imperial Capital Trust I, a business trust created under the
laws of the State of Delaware (the "Trust"), and the guarantee with respect to
the Capital Securities (the "Guarantee") executed and delivered by the Company
for the benefit of the holders from time to time of the Capital Securities.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus that is a part of the Registration Statement (the "Prospectus"), the
Indenture (the "Indenture"), dated as of April 23, 1997, between the Company and
The Chase Manhattan Bank, as trustee (the "Trustee"), the form of Debenture set
forth in the Indenture, and such corporate records, agreements, documents and
other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives of the Company as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been
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Imperial Bancorp
June 18, 1997
Page 2
independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company. We have also assumed
(i) the due incorporation and valid existence of the Company, (ii) that the
Company has the requisite corporate power and authority to enter into and
perform its obligations under the Debentures and the Guarantee and (iii) the due
authorization, execution and delivery of the Debentures and the Guarantee by the
Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Debentures, when duly executed by the Company, authenticated
by the Trustee pursuant to the terms of the Indenture, and delivered and paid
for in accordance with the terms of the Indenture, and as contemplated by the
Registration Statement, will be validly issued and will constitute the legally
binding obligations of the Company entitled to the benefits of the Indenture, in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
2. The Guarantee constitutes the legally binding obligation of the
Company, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
The opinions herein are limited to the laws of the State of New York
and the corporate laws of the State of Delaware, and we express no opinion as to
the effect on the matters covered by this opinion of the laws of any other
jurisdiction.
The opinions expressed herein are rendered solely for your benefit
in connection with the transactions described herein. Those opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
Imperial Bancorp
June 18, 1997
Page 3
We understand that you have received an opinion from Richards,
Layton & Finger, LLP, special Delaware counsel for the Company and the Trust. We
are expressing no opinion with respect to the matters contained in such opinion.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We also consent to any and all references to our firm
under the caption "Legal Matters" in the Prospectus.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP