SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 Third Avenue
New York 10022-3897
July 16, 1996
UNUM Corporation
2211 Congress Street
Portland, Maine 04122
Re: UNUM Corporation
Registration Statement on Form S-3
----------------------------------
Dear Sirs and Madams:
We have acted as special counsel to UNUM Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), of the following
securities of the Company with an aggregate initial public offering price of up
to $404,500,000 or the equivalent thereof, based on the applicable exchange rate
at the time of sale, in one or more foreign currencies, currency units or
composite currencies as shall be designated by the Company: (i) debt securities
(the "Debt Securities") which may be either senior debt securities (the "Senior
Debt Securities") or subordinated debt securities (the "Subordinated Debt
Securities"); (ii) shares of its preferred stock, $.10 par value (the "Preferred
Stock"); (iii) shares of its common stock, $.10 par value (the "Common Stock");
(iv) warrants to purchase Debt Securities, Preferred Stock, Common Stock or
other securities of the Company as shall be designated by the Company at the
time of offering (the "Warrants"); and (v) such indeterminate amount of Debt
Securities and number of shares of Common Stock and Preferred Stock as may be
issued upon conversion or exchange of any Debt Securities or Pre-
UNUM Corporation
July 16, 1996
Page 2
ferred Stock or upon exercise of Warrants for such securities, including such
shares of Common Stock and Preferred Stock as may be issued pursuant to
anti-dilution adjustments, in amounts, at prices and on terms to be
determined at the time of offering (the "Indeterminate Securities").
Pursuant to Rule 429 under the Securities Act, the prospectus included in the
Registration Statement also relates to $95,500,000 of securities (the
"Registered Securities") registered as Debt Securities, Preferred Stock,
Common Stock, Warrants and Indeterminate Securities under Registration
Statement No. 33-69132 (the "Prior Registration Statement"). The Debt
Securities, Preferred Stock, Common Stock, Warrants, Indeterminate
Securities, Registered Securities and any additional securities of the
Company which are registered in a registration statement filed pursuant to
Rule 462(b) under the Securities Act (a "Rule 462(b) Registration Statement")
are collectively referred to herein as the "Securities." The Senior Debt
Securities may be issued under an Indenture, dated as of September 15, 1990
(the "Senior Indenture"), between the Company and The Chase Manhattan Bank,
N.A., as trustee (the "Senior Indenture Trustee"). The Subordinated Debt
Securities may be issued under an Indenture, dated as of May 1, 1995 (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures"), between the Company and Mellon Bank, N.A., as trustee (the
"Subordinated Indenture Trustee" and, together with the Senior Indenture
Trustee, the "Trustees").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
We have examined (i) the form of Registration Statement; (ii) the
Prior Registration Statement; (iii) the Senior Indenture; (iv) the
Subordinated Indenture; (v) the form of underwriting agreement that may be
entered into between the Company and Goldman, Sachs & Co. or another
underwriter or underwriters in connection with
UNUM Corporation
July 16, 1996
Page 3
any offering of the Securities (the "Underwriting Agreement"); (vi) the
Certificate of Incorporation of the Company, as amended to the date hereof;
(vii) the By-laws of the Company as currently in effect; (viii) a specimen of
the share certificate used to represent shares of the Common Stock; (ix) certain
resolutions adopted by the Board of Directors of the Company (the "Board")
relating to the issuance of the Securities (the "Board Resolutions"); and
(x) the order of the Commission dated October 9, 1990 declaring the Senior
Indenture qualified under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the order of the Commission dated October 8, 1993
declaring the Prior Registration Statement effective under the Securities Act
and the Subordinated Indenture qualified under the Trust Indenture Act. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. We have also assumed that the stock certificates evidencing the shares
of Common Stock to be issued will conform
UNUM Corporation
July 16, 1996
Page 4
to the specimen thereof examined by us. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers
and other representatives of the Company and others.
Members of our firm are admitted to the Bar in the States of New York
and Delaware, and we do not express any opinion as to the laws of any other
jurisdiction other than the laws of the United States of America to the extent
referred to specifically herein. The Securities may be issued from time to time
on a delayed or continuous basis, and this opinion is limited to the laws,
including the rules and regulations, as in effect on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that:
1. With respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments and any Rule 462(b)
Registration Statement), has become effective; (ii) an appropriate Prospectus
Supplement with respect to the Offered Debt Securities has been prepared,
delivered and filed in compliance with the Securities Act and the applicable
rules and regulations thereunder; (iii) if the Offered Debt Securities are to
be sold pursuant to a firm commitment underwritten offering, the Underwriting
Agreement with respect to the Offered Debt Securities has been duly
authorized, executed and delivered by the Company and the other parties
thereto; (iv) the Board, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the Offered Debt
Securities and related matters; (v) the terms of the Offered Debt Securities
and of their issuance and sale have been duly established in conformity
UNUM Corporation
July 16, 1996
Page 5
with the applicable Indenture so as not to violate any applicable law, the
Certificate of Incorporation or By-laws of the Company or result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; (vi) the Offered Debt
Securities have been duly executed and authenticated in accordance with the
provisions of the applicable Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration therefor, (1) the Offered
Debt Securities (including any Debt Securities duly issued upon exercise of any
Warrants in accordance with the terms thereof), when issued and sold in
accordance with the applicable Indenture and the Underwriting Agreement or any
other duly authorized, executed and delivered applicable valid and binding
purchase or distribution agreement (or upon exercise of the Warrants), will be
valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally, (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity), (c)
public policy considerations which may limit the rights of parties to obtain
further remedies, (d) requirements that a claim with respect to any Offered Debt
Securities denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, (e) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign
currencies, currency units or composite currencies; and (2) if Common Stock or
Preferred Stock is issuable upon conversion or exchange of any convertible
Offered
UNUM Corporation
July 16, 1996
Page 6
Debt Securities, the Common Stock or Preferred Stock issuable upon conversion or
exchange of such Offered Debt Securities will be validly issued, fully paid and
nonassessable, assuming the conversion or exchange of the Offered Debt
Securities in accordance with the terms of the applicable Indenture relating
thereto.
We note that, as of the date of this opinion, a judgment for money in
an action based on a Debt Security denominated in a foreign currency, currency
unit or composite currency in a federal or state court in the United States
ordinarily would be enforced in the United States only in United States dollars.
The date used to determine the rate of conversion of the foreign currency,
currency unit or composite currency in which a particular Debt Security is
denominated into United States dollars will depend upon various factors,
including which court renders the judgment.
2. With respect to the shares of any series of Preferred Stock
(the "Offered Preferred Stock"), when (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments and any
Rule 462(b) Registration Statement), has become effective; (ii) an
appropriate Prospectus Supplement with respect to the shares of the Offered
Preferred Stock has been prepared, delivered and filed in compliance with the
Securities Act and the applicable rules and regulations thereunder; (iii) if
the Offered Preferred Stock is to be sold pursuant to a firm commitment
underwritten offering, the Underwriting Agreement with respect to the shares
of the Offered Preferred Stock has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iv) the Board,
including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to approve
the issuance and terms of the shares of the Offered Preferred Stock and
related matters, including the adoption of a Certificate of Designation for
the Offered Preferred Stock in accordance with the applicable
UNUM Corporation
July 16, 1996
Page 7
provisions of Delaware law (the "Certificate of Designation"); (v) the filing of
the Certificate of Designation with the Secretary of State of the State of
Delaware has duly occurred; (vi) the terms of the Offered Preferred Stock and of
their issuance and sale have been duly established in conformity with the
Company's Certificate of Incorporation including the Certificate of Designation
relating to the Offered Preferred Stock and the By-laws of the Company so as not
to violate any applicable law, the Certificate of Incorporation or By-laws of
the Company or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company; and (vii) certificates representing the shares of the Offered
Preferred Stock are duly established in accordance with the applicable
provisions of Delaware law and are duly executed, countersigned,
registered and delivered upon payment of the agreed-upon consideration therefor,
(1) the shares of the Offered Preferred Stock (including any Preferred Stock
duly issued upon exercise of any Warrants in accordance with the terms thereof),
when issued and sold in accordance with the Underwriting Agreement or any other
duly authorized, executed and delivered applicable valid and binding purchase or
distribution agreement (or upon exercise of the Warrants), will be duly
authorized, validly issued, fully paid and nonassessable, provided that the
consideration therefor is not less than the par value thereof; and (2) if the
Offered Preferred Stock is convertible or exchangeable into Common Stock, the
Common Stock issuable upon conversion or exchange of the Offered Preferred Stock
will be duly authorized, validly issued, fully paid and nonassessable, assuming
the conversion or exchange of the Offered Preferred Stock in accordance with the
terms of the Certificate of Designation.
3. With respect to any offering of Common Stock, when (i) the
Registration Statement, as finally amended (including all necessary post-
effective amend-
UNUM Corporation
July 16, 1996
Page 8
ments and any Rule 462(b) Registration Statement) has become effective; (ii)
an appropriate Prospectus Supplement with respect to the Common Stock has
been prepared, delivered and filed in compliance with the Securities Act and
the applicable rules and regulations thereunder; (iii) if the Common Stock is
to be sold pursuant to a firm commitment underwritten offering, the
Underwriting Agreement with respect to the Common Stock has been duly
authorized, executed and delivered by the Company and the other parties
thereto; (iv) the Board, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance of the Common Stock and related
matters; (v) the terms of the issuance and sale of the Common Stock have been
duly established in conformity with the Certificate of Incorporation and
By-laws so as not to violate any applicable law, the Certificate of
Incorporation or By-laws of the Company or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any restriction imposed by any court or governmental body having
jurisdiction over the Company; and (vi) certificates representing the shares
of Common Stock are duly executed, countersigned, registered and delivered
upon payment of the agreed-upon consideration therefor, the shares of Common
Stock (including any duly issued upon exercise of any Warrants), when issued
and sold in accordance with the Underwriting Agreement with respect to the
Common Stock or any other duly authorized, executed and delivered applicable
valid and binding purchase or distribution agreement, will be duly
authorized, validly issued, fully paid and nonassessable, provided that the
consideration therefor is not less than the par value thereof.
4. With respect to the issuance of any series of Warrants (the
"Offered Warrants"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments and any Rule 462(b)
Registration Statement), has become effective; (ii) an
UNUM Corporation
July 16, 1996
Page 9
appropriate Prospectus Supplement with respect to the Offered Warrants has been
prepared, delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder; (iii) the warrant agreement
relating to the Offered Warrants (the "Warrant Agreement") in the form to be
filed as an exhibit to the Registration Statement, any amendment thereto or any
document incorporated by reference therein has been duly executed and delivered
as contemplated by the Board Resolutions; (iv) the terms of the Offered Warrants
and of their issuance and sale have been duly established in conformity with the
Warrant Agreement relating to such Offered Warrants so as not to violate any
applicable law, the Certificate of Incorporation or By-laws of the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company; (v) the
Offered Warrants have been duly executed, delivered and countersigned, in
accordance with the Warrant Agreement relating to such Offered Warrants, and
duly issued and sold in the applicable form to be filed as an exhibit to the
Registration Statement or any amendment thereto and in the manner contemplated
in the Registration Statement and any Prospectus Supplement relating thereto;
(vi) if the Offered Warrants are to be sold pursuant to a firm commitment
underwritten offering, the Underwriting Agreement with respect to the Offered
Warrants has been duly authorized, executed and delivered by the Company and the
other parties thereto; and (vii) the Board, including any appropriate committee
appointed thereby, and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and terms of the Offered
Warrants and related matters, such Offered Warrants will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereaf-
UNUM Corporation
July 16, 1996
Page 10
ter in effect relating to creditors' rights generally, (b) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity), and (c) public policy considerations which may limit the
rights of parties to obtain further remedies.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5 to the Registration Statement. We also consent to the reference
to our firm under the heading "Validity of the Securities" in the
Registration Statement. We further consent to the incorporation of this
opinion by reference as an exhibit to any Rule 462(b) Registration Statement
and to the reference to our firm under the caption "Validity of the
Securities" in the prospectus included or incorporated by reference in any
such Rule 462(b) Registration Statement. In giving these consents, we do not
thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM