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EXHIBIT 5.1
December 11, 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, 3 and 4
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 11, 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 Form of Amended Dealer Manager Agreement in
the form attached as an exhibit to the Registration Statement, to be entered
into among Fleetwood, Trust II and Bank of America Securities LLC (the
"Dealer Manager Agreement"); the form of Distribution Agreement in the form
attached as an exhibit to the Registration Statement 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 11, 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 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 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