EXHIBIT 5.A
EDWARDS & ANGELL
2700 HOSPITAL TRUST TOWER
PROVIDENCE, RI 02903
(401) 274-9200
December 4, 1996
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (33-333-15435)
filed by Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet") and
Fleet Capital Trust I, Fleet Capital Trust II, Fleet Capital Trust III, Fleet
Capital Trust IV and Fleet Capital Trust V, each a Delaware business trust (the
"Trusts") with the Securities and Exchange Commission (the "Commission") on
November 1, 1996, as amended by Amendment No. 1 filed with the Commission on
November 6, 1996 and Amendment No. 2 filed with the Commission on December 4,
1996 (as amended, the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of (i) preferred securities of each of the Trusts (the "Preferred
Securities") and (ii) subordinated debt securities of Fleet (the "Subordinated
Debt Securities"). The Subordinated Debt Securities will be issued in
accordance with the provisions of an indenture (the "Indenture") to be executed
by Fleet and the First National Bank of Chicago, as trustee (the "Trustee"), the
form of which is being filed as an exhibit to the Registration Statement. The
Preferred Securities will be guaranteed by Fleet in the manner and to the extent
set forth in a Guarantee Agreement (the "Preferred Securities Guarantees"), the
form of which is being filed as an exhibit to the Registration Statement.
We have served as counsel for Fleet and the Trusts and in so acting, we
have examined the following documents and records:
(1) The Registration Statement, including the prospectus (the
"Prospectus") and prospectus supplement (the "Prospectus Supplement") contained
therein;
(2) The form of Indenture;
(3) The form of Subordinated Debt Security;
(4) The form of Preferred Securities Guarantee; and
(5) All corporate minutes and proceedings of Fleet relating to the
issuance of the Preferred Securities and the Subordinated Debt Securities.
We have also examined such further documents, records and proceedings as we
have deemed pertinent in connection with the issuance of the Subordinated Debt
Securities and the execution of the Preferred Securities Guarantee. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
validity of all laws and regulations. We also are familiar with the additional
proceedings proposed to be taken by Fleet in connection with the authorization,
registration, issuance and sale of the Subordinated Debt Securities and the
execution of the Preferred Securities Guarantee, and have assumed that all
documents relating thereto are duly executed and delivered in substantially the
forms reviewed by us. As to all questions of fact material to this opinion that
have not been independently established, we have replied upon certificates or
comparable documents of officers and representatives of Fleet and the Trusts.
We express no opinion with respect to matters involving the Delaware
Business Trust Act, as amended, and the rules and regulations thereunder.
Based on the foregoing, and subject to the qualifications stated herein, it
is our opinion that:
1.The Subordinated Debt Securities have been duly and validly authorized by
Fleet and, when executed, authenticated, issued and delivered in the manner
contemplated in the Indenture, will constitute legal, valid and binding
obligations of Fleet, entitled to the benefits of the Indenture and enforceable
against it in accordance with their terms except as enforcement may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws or equitable principles relating to or limiting creditors' rights
and remedies generally and except to the extent that rights to indemnification
thereunder may be limited by federal or state securities laws or public policy
relating thereto. We express no opinion as the availability of equitable
remedies.
2.The Preferred Securities Guarantees have been duly and validly authorized
by Fleet and, when executed and delivered by Fleet, will constitute the legal,
valid and binding obligations of Fleet except as enforcement may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws or equitable principles relating to or limiting creditors' rights
and remedies generally. We express no opinion as the availability of equitable
remedies.
We are qualified to practice law in the State of Rhode Island and we do not
purport to express any opinion herein concerning any law other than the laws of
the State of Rhode Island and the federal law of the United States.
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The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet
National Bank, a subsidiary of Fleet.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm in the Prospectus which is part of
the Registration Statement.
Very truly yours,
/s/ Edwards & Angell
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Edwards & Angell
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