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EXHIBIT 5.3
October 11, 2002
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Credit Suisse Group Capital (Delaware) LLC I Credit Suisse Group Capital (Delaware) LLC I
Helvetia Court c/o Chase Manhattan Bank USA, N.A.
South Esplanade 500 Stanton Christiana Road
St. Peter Port Building 4 (Third Floor)
Guernsey, Channel Islands GY1 3WF Newark, Delaware 19713
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Credit Suisse Group Finance (Delaware) LLC I
Helvetia Court
South Esplanade
St. Peter Port
Guernsey, Channel Islands GY1 3WF
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Re: Credit Suisse Group Capital (Delaware) LLC I;
Credit Suisse Group Finance (Delaware) LLC I; and
Credit Suisse Group Capital (Delaware) Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Credit Suisse Group Capital
(Delaware) LLC I, a Delaware limited liability company (the "Company"), Credit
Suisse Group Finance (Delaware) LLC I, a Delaware limited liability company (the
"Finance Company"), and Credit Suisse Group Capital (Delaware) Trust I, a
Delaware statutory trust (the "Trust"), 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 Certificate of Formation of the Company, dated as of October 2,
2002 (the "Company LLC Certificate"), as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
October 2, 2002;
(b) The Limited Liability Company Agreement of the Company, dated as of
October 2, 2002 (the "Company LLC Agreement"), entered into by Credit Suisse
Group, a company incorporated under the laws of Switzerland ("CSG"), to be
attached as an exhibit to the Registration Statement (as defined below);
(c) The Certificate of Formation of the Finance Company, dated as of
October 2, 2002 (the "Finance Company LLC Certificate"), as filed in the
office of the Secretary of State on October 2, 2002;
(d) The Limited Liability Company Agreement of the Finance Company,
dated as of October 2, 2002 (the "Finance Company LLC Agreement"), entered
into by CSG, to be attached as an exhibit to the Registration Statement (as
defined below);
(e) The Certificate of Trust of the Trust (the "Trust Certificate"), as
filed in the office of the Secretary of State on October 4, 2002;
(f) The Trust Agreement of the Trust, dated as of October 4, 2002,
between the Company, as grantor, and Chase Manhattan Bank USA, N.A. (the
"Trustee"), as trustee of the Trust;
(g) A form of the Amended and Restated Trust Agreement of the Trust (the
"Trust Agreement"), to be entered into among the Company, as grantor, the
Trustee, as trustee of the Trust, and CSG, solely for the purposes stated
therein, to be attached as an exhibit to the Registration Statement;
(h) The Registration Statement on Form F-3, Registration No.
, as filed with the Securities and Exchange Commission on
October 11, 2002 (the "Registration Statement"), including a related
prospectus (the "Prospectus"), relating to various securities including
Company
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Preferred Securities of the Company (each, a "Company Preferred Security"
and collectively, the "Company Preferred Securities") and Trust Preferred
Securities of the Trust (each, a "Trust Preferred Security" and
collectively, the "Trust Preferred Securities");
(i) A Certificate of Good Standing for the Company, dated October 11,
2002, obtained from the Secretary of State; and
(j) A Certificate of Good Standing for the Trust, dated October 11,
2002, obtained from the Secretary of State.
(k) A Certificate of Good Standing for the Finance Company, dated
October 11, 2002, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Company LLC Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (j) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs
(a) through (j) 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 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.
For purposes of this opinion, we have assumed (i) that the Company LLC
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the admission
of members to, and the creation, operation, management and termination of, the
Company, and that the Company LLC Agreement and the Company LLC Certificate are
in full force and effect and have not been amended, (ii) that the Finance
Company LLC Agreement constitutes the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
admission of members to, and the creation, operation, management and termination
of, the Finance Company, and that the Finance Company LLC Agreement and the
Finance Company LLC Certificate are in full force and effect and have not been
amended, (iii) that the Trust Agreement constitutes the entire agreement among
the parties thereto with respect to the subject matter thereof, including with
respect to the creation, operation, management and termination of the Trust, and
that the Trust Agreement and the Trust Certificate are in full force and effect
and have not been amended, (iv) except to the extent provided in paragraphs 1, 4
and 5 below, the due creation or the 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 or
organization or formation, (v) the legal capacity of natural persons who are
signatories to the documents examined by us, (vi) 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, (vii) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (viii) the payment by each person or entity to whom a Company
Preferred Security is to be issued by the Company (each, a "Company Preferred
Securityholder" and collectively, the "Company Preferred Securityholders") for
the Company Preferred Securities acquired by it, in accordance with the Company
LLC Agreement and the Registration Statement, (ix) the receipt by each person or
entity to whom a Trust Preferred Security is to be issued by the Trust (each, a
"Trust Holder" and collectively, the "Trust Holders") of a certificate
substantially in the form of the trust certificate attached to the Trust
Agreement and the payment for the Trust Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, (x) that the
books and records of the Company set forth the names and addresses of all
persons or entities to be admitted as members of the Company and the dollar
value of each of the member's contribution to the Company, (xi) that the Company
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Preferred Securities are issued and sold to the Company Preferred
Securityholders in accordance with the Registration Statement and the Company
LLC Agreement, and (xii) that the Trust Preferred Securities are issued and sold
to the Trust Holders in accordance with the Registration Statement and the Trust
Agreement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws and blue sky 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. The Company has been duly formed and is validly existing in good
standing as a limited liability company under the Delaware Limited Liability
Company Act (6 DEL. C.' 18-101, ET SEQ.) (the "LLC Act").
2. The Company Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and
nonassessable limited liability company interests in the Company.
3. The Company Preferred Securityholders shall not be obligated
personally for any of the debts, obligations or liabilities of the Company,
whether arising in contract, tort or otherwise solely by reason of being a
member of the Company, except as a Company Preferred Securityholder may be
obligated to repay any funds wrongfully distributed to it. We note that the
Company Preferred Securityholders may be obligated to make payments as set
forth in the Company LLC Agreement.
4. The Finance Company has been duly formed and is validly existing in
good standing as a limited liability company under the LLC Act.
5. The Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act (12
Del. C. 3801, et seq.).
6. The Trust Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 7 below, fully paid and
nonassessable beneficial interests in the Trust.
7. The Trust Holders, in their capacity as such, 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 Trust Holders may be obligated to make
payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We also consent to
Cleary, Gottlieb, Steen & Hamilton's relying as to matters of Delaware law upon
this opinion in connection with opinions to be rendered by them in connection
with the Registration Statement. In addition, we hereby consent to the use of
our name under the heading "Validity of the Securities" in the Prospectus. In
giving the foregoing consents, we do not thereby admit that we come within the
category of persons or entities 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. 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 or entity for any purpose.
Very truly yours,
Richards, Layton & Finger, P.A.