EXHIBIT 5.3
November 29, 2001
Fund American Trusts I-III
c/o Fund American Companies, Inc.
One Beacon Street
Boston, Massachusetts 02108-3100
Re: FUND AMERICAN TRUSTS I, FUND AMERICAN TRUST II AND
FUND AMERICAN TRUST III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Fund American Companies,
Inc., a Delaware corporation (the "Company"), and Fund American Trusts I, Fund
American Trust II and Fund American Trust III, each a Delaware business trust
(each, a "Trust" and collectively, the "Trusts"), in connection with the matters
set forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Declaration of Trust of each Trust, each dated as of October
30, 2001, among the Company and the trustees of the Trust named
therein;
(b) A form of Amended and Restated Declaration of Trust for each Trust
(including Exhibits A, B and C thereto) (collectively, the "Trust
Agreements"), to be entered into by and among the Company, as
depositor, the trustees of the Trust named therein, and the
holders, from time to time, of the undivided beneficial interests
in the assets of such Trust;
Fund American Trusts I-III
November 29, 2001
Page 2
(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus with respect to each Trust
(the "Prospectus"), filed by the Trusts, the Company and others
with the Securities and Exchange Commission (the "Commission") on
November 8, 2001, relating to the preferred securities of each
Trust, representing undivided beneficial interests in the assets
of each Trust (each, a Preferred Security" and collectively, the
"Preferred Securities");
(d) A certified copy of the Certificate of Trust for each Trust, each
dated October 30, 2001, as filed with the Office of the Secretary
of State of Delaware (the "Secretary of State") on October 30,
2001, each as corrected by the Corrected Certificate of Trust for
each Trust, as filed with the Office of the Secretary of State on
November 2, 2001 (each as so corrected, a "Certificate of Trust;"
and collectively, the "Certificates of Trust"); and
(e) A Certificate of Good Standing for each Trust, each dated November
29, 2001, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that bears upon or is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
Fund American Trusts I-III
November 29, 2001
Page 3
For purposes of this opinion, we have assumed (i) that each Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of each Trust, that the Certificates of Trust are in
full force and effect and have not been further amended and that the Trust
Agreements will be in full force and effect and will be executed in
substantially the forms reviewed by us, (ii) except to the extent provided in
paragraph 1 below, the due creation or due organization or due formation, as the
case may be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its creation,
organization or formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom Preferred Securities are to be issued by
the Trusts (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreements and
the Registration Statement, (vii) that the Preferred Securities are issued and
sold to the Preferred Security Holders in accordance with the Trust Agreements
and the Registration Statement; and (viii) that Bank One Delaware, Inc.
satisfies the requirements of Section 3807 of the Delaware Business Trust Act.
We have not participated in the preparation of the Registration Statement or
Prospectus and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 DEL.
C.ss.3801, ET SEQ.
Fund American Trusts I-III
November 29, 2001
Page 4
2. When each of the Trust Agreements shall have been duly authorized,
executed and delivered by each party thereto, the Preferred Securities of each
Trust will be duly authorized by each Trust Agreement and upon issuance against
payment therefor will be duly and validly issued and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of their respective Trust.
3. The Preferred Security Holders, as beneficial owners of the Trusts,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreements.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the reference to us as local counsel under the headings "Legal
Matters" in the Prospectus. In giving the foregoing consents, 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
Fund American Trusts I-III
November 29, 2001
Page 5
regulations of the Securities and Exchange Commission promulgated thereunder.
Except as stated above, without our prior written consent, this opinion may not
be furnished or quoted to, or relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards,
Layton & Finger
P.A.