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EXHIBIT 5.2
[Gibson, Dunn & Crutcher LLP Letterhead]
December 5, 2001
Client No.
(212) 351-4000 C 29003-00721
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
3125 Myers Street
Riverside, California 92503-5527
Re: FLEETWOOD ENTERPRISES, INC./FLEETWOOD CAPITAL TRUST II
REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-62838)
AND FORM S-3 (FILE NO. 333-62850)
Ladies and Gentlemen:
We have acted as special counsel to Fleetwood Enterprises, Inc., a
Delaware corporation (the "Company"), and Fleetwood Capital Trust II, a
Delaware statutory business trust and a wholly owned subsidiary of the Company
(the "Trust"), in connection with the proposed offer by the Company (the
"Exchange Offer") to exchange up to $34.5 million aggregate liquidation amount
of 9.75% Convertible Trust Preferred Securities due February 15, 2013 (the
"Securities") of the Trust for up to $86.25 million aggregate liquidation
amount of outstanding 6% Convertible Trust Preferred Securities due February
15, 2028 (the "Existing Securities") of Fleetwood Capital Trust, a Delaware
statutory business trust, and the proposed offer by the Company (the "Cash
Offer") to sell to investors up to $50.0 million aggregate liquidation amount
of additional Securities (the "Additional Securities" and together with the
Securities, the "Exchange Securities") for cash. In connection with the
Exchange Offer, the Company will deposit in the Trust as trust assets its 9.75%
Convertible Subordinated Debentures due February 15, 2013 (the "Debentures") to
be issued pursuant to an Indenture to be entered into between the Company and
The Bank of New York, as trustee, (the form of which filed as an exhibit to the
Registration Statement, the "Indenture") and the Trust will transfer to the
Company the Exchange Securities and its common securities (the "Common
Securities"), as set forth in the Registration Statement (as defined below).
The Exchange Securities will be guaranteed (the "Preferred Guarantee") by the
Company pursuant to the Preferred Guarantee Agreement (as defined below) and
the Common Securities will be guaranteed (the "Common Guarantee") by the
Company pursuant to the Common Guarantee Agreement (as defined below).
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Fleetwood Capital Trust II
December 5, 2001
Page 2
In connection with the opinions herein expressed, we have reviewed the
combined Registration Statement on Form S-4 (Reg. No. 333-62838) and Form S-3
(Reg. No. 333-62850), as amended (the "Registration Statement"), covering the
registration of the Exchange Securities, the Preferred Guarantee, the
Debentures, the shares (the "Conversion Shares") of the common stock, par value
$1.00 per share of the Company (the "Fleetwood Common Stock"), issuable upon
conversion of the Exchange Securities and the Debentures, and the shares of
Fleetwood Common Stock (the "Interest Shares" and together with the Conversion
Shares, the "Shares") that may be issued solely at the Company's option as
payment of interest on the Debentures in accordance with the terms of the
Indenture. We have also reviewed the Statement on Schedule TO, filed by the
Company with the Securities and Exchange Commission (the "Commission") on
December 5, 2001 (the "Schedule TO"). In addition, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
following:
i. the Dealer Manager Agreement dated as of December 5, 2001
(the "Dealer Manager Agreement") among the Company, the Trust
and Banc of America Securities LLC ("BAS");
ii. the Distribution Agreement dated as of December 5, 2001 (the
"Distribution Agreement") among the Company, the Trust and
BAS, as placement agent;
iii. the Indenture;
iv. the Declaration of Trust of the Trust, dated as of June 7,
2001 (the "Declaration"), among the Company, as sponsor, Boyd
R. Plowman, as regular trustee and The Bank of New York -
Delaware, as Delaware trustee;
v. the form of Amended and Restated Declaration of Trust of the
Trust (the "Amended Declaration") to be entered into among the
Company, as sponsor, The Bank of New York - Delaware, as
Delaware trustee, The Bank of New York, as property trustee,
and Lyle N. Larkin, Nelson W. Potter and Boyd R. Plowman, as
regular trustees;
vi. the form of Common Securities Purchase Agreement to be entered
into between the Company and the Trust;
vii. the form of Common Securities Guarantee Agreement (the "Common
Guarantee Agreement"), to be entered into by the Company for
the benefit of holders of the Common Securities;
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Fleetwood Capital Trust II
December 5, 2001
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viii. the form of Preferred Securities Guarantee Agreement (the
"Preferred Guarantee Agreement"), to be entered into between
the Company and The Bank of New York, as guarantee trustee;
ix. the forms of Exchange Securities, together with the Preferred
Guarantee endorsed thereon, the Common Securities, together
with the Common Guarantee endorsed thereon, and the
Debentures;
x. the Exchange Agent Agreement, dated as of December 5, 2001,
between the Company and The Bank of New York, as exchange
agent;
xi. the Information Agent Agreement, dated as of July 23, 2001,
between the Company and D.F. King & Co., Inc., as information
agent; and
xii. such other documents, corporate records, and other instruments
as we have deemed necessary or advisable to enable us to
render the opinions set forth herein.
The documents described under the foregoing clauses (i) through (xi)
are referred to herein as the "Documents." In rendering this opinion, we have
made such inquiries and examined, among other things, originals or copies,
certified or otherwise identified to our satisfaction, of such records,
agreements, certificates, instruments and other documents as we have considered
necessary or appropriate for purposes of this opinion. As to certain factual
matters, we have relied upon the representations and warranties of the Company
and the Trust in the Dealer Manager Agreement and the Distribution Agreement,
certificates of officers of the Company or certificates obtained from public
officials.
Further we have assumed that:
a) The signatures on all documents examined by us are
genuine, all individuals executing such documents had
all requisite legal capacity and competency and
(except in the case of documents signed on behalf of
the Company) were duly authorized, the documents
submitted to us as originals are authentic and the
documents submitted to us as certified or
reproduction copies conform to the originals;
b) Each of the parties to the Documents (other than the
Company) has all requisite power and authority to
execute, deliver and perform its obligations under
each of the Documents to which it is a party, the
execution and delivery of such Documents by such
party and performance of its obligations thereunder
have been duly authorized by all necessary action, do
not violate any law, regulation, order, judgment or
decree applicable to such party, and
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Fleetwood Capital Trust II
December 5, 2001
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such Documents are legal, valid and binding obligations of
such party, enforceable against it in accordance with their
respective terms;
c) There are no agreements or understandings between or
among the Company, the Trust and other parties to the
Documents, or third parties, that would expand,
modify or otherwise affect the terms of the Documents
or the respective rights or obligations of the
parties thereunder;
d) The proceeds from the sale of the Exchange Securities
in the Cash Offer will be applied as set forth in the
Registration Statement; and
e) The conversion price for the Exchange Securities will
be no less than $8.40 per share.
Based upon the foregoing and in reliance thereon, and subject to the
receipt by the Company and the Trust from the Commission of an order declaring
the Registration Statement effective, we are of the opinion that:
1. The Debentures have been duly authorized by the Company and when
issued and delivered in the manner described in the Registration Statement and
when executed and authenticated in accordance with the provisions of the
Indenture, will be duly executed and delivered by or on behalf of the Company
and will be legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and entitled to the benefits
of the Indenture.
2. The Preferred Guarantee has been duly authorized by the Company
and, assuming the Exchange Securities will be legal, valid and binding
obligations of the Trust, enforceable against the Trust in accordance with
their terms, when the Preferred Guarantee has been issued and delivered in
connection with the exchange of the Existing Securities or in connection with
the sale of the Additional Securities pursuant to the Cash Offer in the
manner described in the Registration Statement and when the Exchange
Securities and the Preferred Guarantee have been executed and, in the case of
the Exchange Securities, authenticated, in accordance with the provisions of
the Amended Declaration, will be duly executed and delivered by or on behalf
of the Company and will be legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.
3. The Conversion Shares issuable upon conversion of the Exchange
Securities and the Debentures have been duly authorized and reserved for
issuance and, when delivered upon conversion in accordance with the terms of the
Exchange Securities, the Debentures, the Amended Declaration and the Indenture,
will be validly issued, fully paid and nonassessable.
4. The Interest Shares issuable at the Company's option as payment of
interest on the Debentures have been duly authorized and reserved for issuance
and, when delivered upon such
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Fleetwood Capital Trust II
December 5, 2001
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payment of interest, at the Company's option and in accordance with the terms
of the Debentures and the Indenture, will be validly issued, fully paid and
non-assessable.
The foregoing opinions are also subject to the following additional
qualifications, exceptions, assumptions and limitations:
A. We render no opinion herein as to matters involving the laws of any
jurisdiction other than the laws of the State of New York, the United States of
America, and, to the limited extent set forth below, the State of Delaware. We
are not admitted to practice in the State of Delaware; however, we are generally
familiar with the Delaware General Corporation Law, the Delaware Constitution
and the reported judicial decisions interpreting these laws as currently in
effect (the "DGCL") and have made such inquiries as we consider necessary to
render the opinions contained herein. This opinion is limited to the effect of
the present state of the laws of the State of New York, the United States of
America and the DGCL and the facts as they presently exist. We assume no
obligation to revise or supplement this opinion in the event of future changes
in such laws or the interpretations thereof or such facts.
B. Our opinions set forth herein are subject to (i) the effect of any
bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws
affecting the rights and remedies of creditors' generally (including, without
limitation, the effect of statutory or other laws regarding fraudulent transfers
or preferential transfers), and (ii) general principles of equity, regardless of
whether enforceability is considered in a proceeding in equity or at law,
including without limitation concepts of materiality, reasonableness, good faith
and fair dealing and the possible unavailability of specific performance,
injunctive relief or other equitable remedies.
C. We express no opinion regarding the effect on the enforceability of
the Preferred Guarantee against the Company of any facts or circumstances
occurring after the date hereof that would constitute a defense to the
obligation of a surety, unless such defense has been waived effectively by the
Company.
D. We express no opinion regarding the effectiveness of (i) any waivers
or consents relating to rights or duties owed that exist as a matter of law or
unknown future rights; (ii) any waiver that is vaguely stated or does not
describe the right or duty purportedly waived with reasonable specificity; (iii)
provisions relating to indemnification, exculpation or contribution, to the
extent such provisions may be held unenforceable as contrary to public policy or
federal or state securities laws or due to the negligence or willful misconduct
of the indemnified party; or (vi) any provisions that may be construed as
penalties or forfeitures.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of said Registration
Statement. In giving this consent, we do not
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Fleetwood Capital Trust II
December 5, 2001
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admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
MWS/LJM/REA/OCW/TCS