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EXHIBIT 5.1
December 10, 2001
Fleetwood Capital Trust II
Fleetwood Capital Trust III
c/o Fleetwood Enterprises, Inc.
3125 Myers Street
Riverside, California 92503
Re: Fleetwood Capital Trust II
Fleetwood Capital Trust III
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Ladies and Gentlemen:
We have acted as special Delaware counsel to Fleetwood Capital Trust
II, a Delaware statutory business trust ("Trust II"), Fleetwood Capital Trust
III, a Delaware statutory business trust ("Trust III" and collectively with
Trust II, the "Trusts"), and Fleetwood Enterprises, Inc., a Delaware corporation
("Fleetwood"), in connection with certain matters relating to (i) the formation
of the Trusts and (ii) the proposed issuance by each of the Trusts of Preferred
Securities to beneficial owners pursuant to and as described in the Registration
Statement (and the Prospectus forming a part thereof) on Forms S-3 and S-4 filed
with the Securities and Exchange Commission on June 12, 2001, as amended by
Amendments Nos. 1, 2 and 3 thereto (as amended, the "Registration Statement"),
relating to the Preferred Securities of Trust II and Trust III (collectively,
the "Preferred Securities"). Capitalized terms used herein with respect to Trust
II or Trust III and not otherwise herein defined are used as defined in the
Amended and Restated Declaration of Trust of Trust II or Trust III, as
applicable, each in the form attached as an exhibit to the Registration
Statement (each, a "Form Amended and Restated Declaration of Trust").
In rendering this opinion, we have examined and relied upon copies of
the following documents in the forms provided to us: the Certificate of Trust of
Trust II as filed in the Office of the Secretary of State of the State of
Delaware (the "State Office") on June 7, 2001 (the "Trust II Certificate of
Trust"); a Declaration of Trust of Trust II dated as of June 7, 2001 (the "Trust
II Original Governing Instrument"); the Certificate of Trust of Trust III as
filed in the State Office on December 7, 2001 (the "Trust III Certificate of
Trust"); a Declaration of Trust of Trust III dated as of December 7, 2001 (the
"Trust III Original Governing Instrument"); the Form Amended and Restated
Declaration of Trust of each of the Trusts; each of the forms of
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Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 10, 2001
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Indenture to be entered into between Fleetwood and The Bank of New York, as
Trustee, pursuant to which the relevant convertible subordinated debentures will
be issued to the relevant Trust; each of the forms of Preferred Securities
Guarantee Agreement to be entered into between Fleetwood and The Bank of New
York, as Trustee; the Dealer Manager Agreement dated as of December 5, 2001, as
amended as of the date hereof, among Fleetwood, Trust II and Bank of America
Securities LLC (the "Dealer Manager Agreement"); the form of Distribution
Agreement to be entered into among Fleetwood, Trust III and Bank of America
Securities LLC (the "Distribution Agreement"); the Registration Statement; and a
certification of good standing of each of the Trusts obtained as of a recent
date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i) the due
formation or organization, valid existence and good standing of each entity
(other than the Trusts) that is a party to any of the documents reviewed by us
under the laws of the jurisdiction of its respective formation or organization;
(ii) the due authorization, execution and delivery by, or on behalf of, each of
the parties thereto of the above-referenced documents (including, without
limitation, the due authorization, execution and delivery of an Amended and
Restated Declaration of Trust of each of the Trusts in the form of the
applicable Form Amended and Restated Declaration of Trust (completed, as
necessary, to be in final form) (each, a "Governing Instrument"), the Dealer
Manager Agreement prior to the first issuance of Preferred Securities of Trust
II and the Distribution Agreement prior to the first issuance of Preferred
Securities of Trust III); (iii) that no event has occurred subsequent to the
filing of the Trust II Certificate of Trust, or will occur prior to the first
issuance of Preferred Securities of Trust II, that would cause a dissolution or
liquidation of Trust II under the Trust II Original Governing Instrument or the
Governing Instrument of Trust II, as applicable; (iv) that no event has occurred
subsequent to the filing of the Trust III Certificate of Trust, or will occur
prior to the first issuance of Preferred Securities of Trust III, that would
cause a dissolution or liquidation of Trust III under the Trust III Original
Governing Instrument or the Governing Instrument of Trust III, as applicable;
(v) that the activities of Trust II have been and will be conducted in
accordance with the Trust II Original Governing Instrument or the Governing
Instrument of Trust II, as applicable, and the Delaware Business Trust Act, 12
DEL. C. ss.ss. 3801 ET SEQ. (the "Delaware Act"); (vi) that the activities of
Trust III have been and will be conducted in accordance with the Trust III
Original Governing Instrument or the Governing Instrument of Trust III, as
applicable, and the Delaware Act; (vii) that payment of the required
consideration for the Preferred Securities of the relevant Trust has, or prior
to the first issuance of Preferred Securities of the relevant Trust will have,
been made in accordance with the terms and conditions of the Governing
Instrument of such Trust, the Registration Statement and the Dealer Manager
Agreement and the Distribution Agreement, as applicable, and that such Preferred
Securities are otherwise issued and sold to the Preferred Security Holders in
accordance with the terms, conditions, requirements and procedures set forth in
the Governing Instrument of such Trust, the Registration Statement and the
Dealer Manager Agreement and the Distribution Agreement, as applicable; and
(viii) that the documents examined by us are in full force and effect, express
the
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Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 10, 2001
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entire understanding of the parties thereto with respect to the subject
matter thereof and have not been amended, supplemented or otherwise modified,
except as herein referenced. We have not reviewed any documents other than those
identified above in connection with this opinion, and we have assumed that there
are no other documents that are contrary to or inconsistent with the opinions
expressed herein. Further, we express no opinion with respect to, and assume no
responsibility for the contents of, the Registration Statement or any other
offering material relating to the Preferred Securities. No opinion is expressed
herein with respect to the requirements of, or compliance with, federal or state
securities or blue sky laws. As to any fact material to our opinion, other than
those assumed, we have relied without independent investigation on the
above-referenced documents and on the accuracy, as of the date hereof, of the
matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. Each of the Trusts is a duly formed and validly existing business
trust in good standing under the laws of the State of Delaware.
2. Upon issuance, the Preferred Securities each of the Trusts will
constitute validly issued and, subject to the qualifications set forth in
paragraph 3 below, fully paid and nonassessable beneficial interests in the
assets of the relevant Trust.
3. Under the Delaware Act and the terms of the Governing Instrument of
the relevant Trust, each Preferred Security Holder of such Trust, in such
capacity, will be entitled to the same limitation of personal liability as that
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware; provided, however, we express
no opinion with respect to the liability of any Preferred Security Holder who
is, was or may become a named Trustee of such Trust. Notwithstanding the
foregoing, we note that, pursuant to the Governing Instrument of the relevant
Trust, Preferred Security Holders may be obligated to make payments or provide
indemnity or security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and reference to our opinion
under the heading "LEGAL MATTERS" in the Prospectus forming a part thereof. In
giving this consent, we do not thereby admit that we come 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 Securities and Exchange
Commission thereunder. This opinion speaks only as of the date hereof and is
based on our understandings and assumptions as to present facts, and on our
review of the above-referenced documents and the application of Delaware law as
the same exist as of the date hereof, and we undertake no obligation to update
or supplement this opinion after the date hereof for the benefit of any person
or entity with respect to any facts or circumstances that may
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Fleetwood Capital Trust II
Fleetwood Capital Trust III
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hereafter come to our attention or any changes in facts or law that may
hereafter occur or take effect.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Jonathan I. Lessner
Jonathan I. Lessner