EXHIBIT 5(b)
[Letterhead of Skadden, Arps, Slate,
Meagher & Flom (Delaware)]
December 4, 1996
Fleet Financial Group, Inc.
Fleet Capital Trust I
Fleet Capital Trust II
Fleet Capital Trust III
Fleet Capital Trust IV
Fleet Capital Trust V
c/o Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Re: Fleet Financial Group, Inc.;
Fleet Capital Trust I, II, III, IV and V;
Registration Statement on Form S-3
(Registration No. 33-15435)
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Ladies and Gentlemen:
We have acted as special counsel to (1) Fleet Capital Trust I, Fleet
Capital Trust II, Fleet Capital Trust III, Fleet Capital Trust IV and Fleet
Capital Trust V (each, a "Fleet Capital Trust" and, together, the "Fleet Capital
Trusts"), each a statutory business trust formed under the laws of the State of
Delaware, and (2) Fleet Financial Group, Inc., a corporation organized under the
laws of the State of Rhode Island (the "Company"), in connection with the
preparation of a Registration Statement on Form S-3 (Registration No. 33-15435),
filed by the Company and the Fleet Capital Trusts with the Securities and
Exchange Commission (the "Commission") on November 1, 1996 under the Securities
Act of 1933, as amended (the "Act"), Amendment No. 1 thereto, filed with the
Commission on November 6, 1996, and Amendment No. 2
Fleet Capital Trust I, II, III, IV and V
Fleet Financial Group, Inc.
Page 2
thereto, filed with the Commission on December 4, 1996 (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"), in connection with the public offering of preferred securities (the
"Trust Preferred Securities") of each of the Fleet Capital Trusts, and certain
other securities.
The Trust Preferred Securities of each Fleet Capital Trust are to be
issued pursuant to the Amended and Restated Declaration of Trust of such Fleet
Capital Trust (each, a "Declaration" and, collectively, the "Declarations"),
each such Declaration being among the Company, as sponsor, First Chicago
Delaware Inc., as Delaware trustee (the "Delaware Trustee"), The First National
Bank of Chicago, as institutional trustee (the "Institutional Trustee"), and
Eugene M. McQuade, Douglas J. Jacobs and John R. Rodehurst, as trustees
(together, the "Regular Trustees").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Registration
Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust of each of the Fleet Capital Trusts (the "Certificates of Trust"), in each
case filed with the Secretary of State of the State of Delaware on November 1,
1996; (ii) the form of the Declaration of each of the Fleet Capital Trusts; and
(iii) the form of the Trust Preferred Securities of each of the Fleet Capital
Trusts. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of 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
Fleet Capital Trust I, II, III, IV and V
Fleet Financial Group, Inc.
Page 3
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies. In
making our examination of documents executed by parties other than the Fleet
Capital Trusts, 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 that such documents
constitute valid and binding obligations of such parties. In addition, we have
assumed that the Declaration of each Fleet Capital Trust and the Trust Preferred
Securities of each Fleet Capital Trust, when executed, will be executed in
substantially the forms reviewed 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,
trustees and other representatives of the Company, the Fleet Capital Trusts and
others.
Members of our firm are admitted to the bar in the State of Delaware,
and we do not express any opinion as to the laws of any jurisdiction other than
the laws of the State of Delaware.
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that the Trust Preferred
Securities of each Fleet Capital Trust, when the Declaration of such Fleet
Capital Trust is duly executed and delivered by the parties thereto and the
terms of the Trust Preferred Securities are established in accordance with the
terms of the Declaration of such Fleet Capital Trust, will be duly authorized
for issuance and, when issued and executed in accordance with the Declaration of
such Fleet Capital Trust and delivered and paid for as contemplated by the
Registration Statement, will be validly issued, fully paid and nonassessable,
representing undivided
Fleet Capital Trust I, II, III, IV and V
Fleet Financial Group, Inc.
Page 4
beneficial interests in the assets of such Fleet Capital Trust; and the holders
of such Trust Preferred Securities 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 bring
to your attention, however, that the holders of Trust Preferred Securities of
each Fleet Capital Trust may be obligated, pursuant to the Declaration of such
Fleet Capital Trust, to (i) provide indemnity and/or security in connection with
and pay taxes or governmental charges arising from transfers of such Trust
Preferred Securities and (ii) provide security and indemnity in connection with
the requests of or directions to the Institutional Trustee of such Fleet Capital
Trust to exercise its rights and powers under the Declaration of such Fleet
Capital Trust.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the use of our name under the heading
"Legal Matters" in the prospectus which forms a part of the Registration
Statement. We also hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated, and we disclaim any undertaking to
advise you of the facts stated or assumed herein or any subsequent changes in
applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom (Delaware)