EXHIBIT 5(a)
EDWARDS & ANGELL
2700 Hospital Trust Tower
Providence, RI 02903
December 24, 1996
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Fleet Capital Trust I,
c/o Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Re: Registration Statement on Form S-4
Registration Number 333-16001
-----------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4 (333-16001) filed
by Fleet Financial Group, Inc., a Rhode Island corporation ("Fleet"), and
Fleet Capital Trust I, a Delaware business trust (the "Trust"), with the
Securities and Exchange Commission (the "Commission") on November 13, 1996,
as amended by Amendment No. 1 filed with the Commission on December 17, 1996
and Amendment No. 2 filed with the Commission on December 24, 1996 (as
amended, the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of (i)
8.00% Trust Originated Preferred Securities of the Trust (the "Preferred
Securities") and (ii) 8.00% Junior Subordinated Debentures due 2027 of Fleet
(the "Junior Subordinated Debentures") pursuant to the offer (the "Offer") by
Fleet and the Trust to exchange the Preferred Securities for any and all of
Fleet's depositary shares, each representing a 1/10 interest in a share of
Series V 7.25% Perpetual Preferred Stock, $1.00 par value, of Fleet not owned
by Fleet. The Junior Subordinated Debentures will be issued in accordance
with the provisions of an indenture, to be supplemented by a Second
Supplemental Indenture (as so supplemented, the "Indenture") each executed by
Fleet and The First National Bank of Chicago, as trustee (the "Trustee"), the
forms of which are exhibits 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 Guarantee"), the
form of which is an exhibit to the Registration Statement.
We have served as counsel for Fleet and the Trust and in so acting, we have
examined the following documents and records:
(1) The Registration Statement, including the prospectus (the
"Prospectus") contained therein;
(2) The form of the Indenture;
(3) The form of the Junior Subordinated Debentures;
(4) The form of the Preferred Securities Guarantee; and
(5) All corporate minutes and proceedings of Fleet relating to the
issuance of the Preferred Securities and the Junior Subordinated Debentures.
We have also examined such further documents, records and proceedings as we
have deemed pertinent in connection with the issuance of the Junior Subordinated
Debentures 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 and issuance of the Junior Subordinated Debentures 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 Trust.
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 Junior Subordinated Debentures 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-
2. The Preferred Securities Guarantee has been duly and validly authorized
byFleet and, when executed and delivered by Fleet, will constitute the legal,
valid and binding obligation 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 to 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.
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.
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. 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 any subsequent changes in
the facts stated or assumed herein or of any subsequent changes in applicable
law.
Very truly yours,
/s/ Edwards & Angell
-------------------------------------------
Edwards & Angell
-3-