<Page>
EXHIBIT 5.2
December 11, 2001
Client No.
(212) 351-4000 C 29003-00721
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
Fleetwood Capital Trust III
3125 Myers Street
Riverside, California 92503-5527
Re: FLEETWOOD ENTERPRISES, INC. / FLEETWOOD CAPITAL TRUST II /
FLEETWOOD CAPITAL TRUST III 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"), Fleetwood Capital Trust II, a Delaware
statutory business trust and a wholly owned subsidiary of the Company ("Trust
II") and Fleetwood Capital Trust III, a Delaware statutory business trust and a
wholly owned subsidiary of the Company ("Trust III" and together with Trust II,
the "Trusts"), in connection with the proposed offer by the Company (the
"Exchange Offer") to exchange up to $37.95 million aggregate liquidation amount
of 9.5% Convertible Trust Preferred Securities due February 15, 2013 (the
"Exchange Securities") of Trust II 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 $150 million aggregate liquidation
amount of 9.5% Convertible Trust Preferred Securities due February 15, 2013
(the "Cash Securities" and together with the Exchange Securities, the
"Securities") of Trust III for cash.
In connection with the Exchange Offer, the Company will deposit in
Trust II as trust assets its 9.5% Convertible Subordinated Debentures due
February 15, 2013 (the "Exchange 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 "Exchange Indenture") and Trust II will transfer to the Company the Exchange
<Page>
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 11, 2001
Page 2
Securities and its common securities (the "Exchange Common Securities"), as set
forth in the Registration Statement (as defined below). The Exchange Securities
will be guaranteed (the "Exchange Preferred Guarantee") by the Company pursuant
to the Exchange Preferred Guarantee Agreement (as defined below) and the
Exchange Common Securities will be guaranteed (the "Exchange Common Guarantee")
by the Company pursuant to the Exchange Common Guarantee Agreement (as defined
below). In connection with the Cash Offer, the Company will deposit in Trust III
as trust assets its 9.5% Convertible Subordinated Debentures due February 15,
2013 (the "Cash Debentures" and, together with the Exchange Debentures, 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 "Cash Indenture" and together with
the Exchange Indenture, the "Indentures") and Trust III will transfer to the
Company the Cash Securities and its common securities (the "Cash Common
Securities" and together with the Exchange Common Securities, the "Common
Securities"), as set forth in the Registration Statement (as defined below). The
Cash Securities will be guaranteed (the "Cash Preferred Guarantee" and together
with the Exchange Preferred Guarantee, the "Preferred Guarantees") by the
Company pursuant to the Cash Preferred Guarantee Agreement (as defined below)
and the Cash Common Securities will be guaranteed (the "Cash Common Guarantee"
and together with the Exchange Common Guarantee, the "Common Guarantees") by the
Company pursuant to the Cash Common Guarantee Agreement (as defined below).
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 Securities, the Preferred Guarantees, 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
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 Indentures. 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, as amended on
December 11, 2001 (the "Schedule TO"). In addition, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
following:
i.the form of Amended Dealer Manager Agreement in
the form attached as an exhibit to the Registration
Statement (the "Dealer Manager Agreement") among the
Company, Trust II and Banc of America Securities LLC
("BAS");
ii.the form of Distribution Agreement in the form
attached as an exhibit to the Registration Statement
(the "Distribution Agreement") among the Company,
Trust III and BAS, as placement agent;
<Page>
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 11, 2001
Page 3
iii.the Indentures;
iv.the Declaration of Trust of Trust II, dated as of
June 7, 2001 (the "Trust II Declaration"), among the
Company, as sponsor, Boyd R. Plowman, as regular
trustee and The Bank of New York - Delaware, as
Delaware trustee, and the Declaration of Trust of
Trust III, dated as of December 7, 2001 (the "Trust
III Declaration" and, together with the Trust II
Declaration, the "Declarations"), 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 Declarations of
Trust of each of the Trusts (the "Amended
Declarations") 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 Trust II and
the form of Common Securities Purchase Agreement to
be entered into between the Company and Trust III;
vii.the form of Common Securities Guarantee Agreement
(the "Exchange Common Guarantee Agreement"), to be
entered into by the Company for the benefit of
holders of the Exchange Common Securities, and the
form of Common Securities Guarantee Agreement (the
"Cash Common Guarantee Agreement"), to be entered
into be the Company for the benefit of holders of the
Cash Common Securities;
viii.the form of Preferred Securities Guarantee Agreement
(the "Exchange Preferred Guarantee Agreement"), to be
entered into between the Company and The Bank of New
York, as guarantee trustee, and the form of Preferred
Securities Guarantee Agreement (the "Cash Preferred
Guarantee Agreement"), to be entered into between the
Company and The Bank of New York, as guarantee
trustee;
ix.the forms of Securities, together with the Preferred
Guarantee endorsed thereon, the Common Securities,
together with the Common Guarantee endorsed thereon,
and the Debentures;
<Page>
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 11, 2001
Page 4
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 Trusts 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
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 Trusts 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;
<Page>
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 11, 2001
Page 5
d) The proceeds from the sale of the Cash Securities 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 Trusts 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
relevant 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 relevant Indenture.
2. The Preferred Guarantees have been duly authorized by the Company
and, assuming the Securities will be legal, valid and binding obligations of the
relevant Trust, enforceable against the relevant Trust in accordance with their
terms, when the Preferred Guarantees have been issued and delivered in
connection with the exchange of the Existing Securities or in connection with
the sale of the Cash Securities pursuant to Cash Offer in the manner described
in the Registration Statement and when the Securities and the Preferred
Guarantees have been executed and, in the case of the Securities, authenticated,
in accordance with the provisions of the relevant 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 Securities and
the Debentures have been duly authorized and reserved for issuance and, when
delivered upon conversion in accordance with the terms of the Securities, the
Debentures, the Amended Declarations and the Indentures, 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 payment of interest, at the Company's option and
in accordance with the terms of the Debentures and the Indentures, will be
validly issued, fully paid and non-assessable.
The foregoing opinions are also subject to the following additional
qualifications, exceptions, assumptions and limitations:
<Page>
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 11, 2001
Page 6
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 Guarantees 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.
<Page>
Fleetwood Enterprises, Inc.
Fleetwood Capital Trust II
Fleetwood Capital Trust III
December 11, 2001
Page 7
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 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