Exhibit 5.1
June 10, 1997
Central Fidelity Banks, Inc.,
1021 East Cary Street,
P.O. Box 27602,
Richmond, Virginia 23261.
Central Fidelity Capital Trust I,
1021 East Cary Street,
P.O. Box 27602,
Richmond, Virginia 23261.
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of (i) $100,000,000 aggregate Liquidation Amount of Floating Rate Capital
Trust Pass-through Securities, Series A, Liquidation Amount $1,000 per security
(the "Capital Securities") to be issued by Central Fidelity Capital Trust I, a
statutory business trust created under the laws of the State of Delaware (the
"Issuer"), (ii) the guarantee with respect to the Capital Securities (the
"Guarantee") to be executed and delivered by
Central Fidelity Banks, Inc.
Central Fidelity Capital Trust I -2-
Central Fidelity Banks, Inc., a Virginia corporation (the "Company"), and (iii)
$100,000,000 aggregate principal amount of Floating Rate Junior Subordinated
Debt Securities, Series A (the "Junior Subordinated Debt Securities") of the
Company, we, as your special counsel, have examined such trust and corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when:
(i) the Registration Statement relating to the Capital Securities, the
Guarantee and the Junior Subordinated Debt Securities (the "Registration
Statement") has become effective under the Act;
(ii) the terms of the Guarantee and of its issuance and delivery have
been duly established so as not to violate any applicable law 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 the
Guarantee Agreement relating to the Guarantee
Central Fidelity Banks, Inc.
Central Fidelity Capital Trust I -3-
has been duly executed and delivered as contemplated in the Registration
Statement;
(iii) the terms of the Junior Subordinated Debt Securities and of their
issuance and delivery have been duly established in conformity with the
Junior Subordinated Indenture relating to the Junior Subordinated Debt
Securities (the "Indenture") so as not to violate any applicable law 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 the Junior Subordinated Debt Securities have been duly
executed and authenticated in accordance with the Indenture and issued and
delivered as contemplated in the Registration Statement; and
(iv) the terms of the Capital Securities and of their issuance and
delivery have been duly established in conformity with the Amended and
Restated Declaration of Trust of the Issuer (the "Declaration") so as not
to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon
Central Fidelity Banks, Inc.
Central Fidelity Capital Trust I -4-
the Issuer and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Issuer, and
the Capital Securities have been duly executed and authenticated in
accordance with the Declaration and issued and delivered as contemplated in
the Registration Statement;
the Guarantee and the Junior Subordinated Debt Securities will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the States of New York and Virginia, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction. With respect to
all matters of Virginia law, we have relied upon the opinion, dated as of the
date hereof, of Williams, Mullen, Christian & Dobbins, and our opinion is
subject to the same assumptions, qualifications and limitations with respect to
such matters as are contained in the opinion of
Cental Fidelity Banks, Inc.
Central Fidelity Capital Trust I -5-
Williams, Mullen, Christian & Dobbins. We believe you and we are justified in
relying on such opinion for such matters.
We understand that you have received an opinion, dated as of the date
hereof, regarding the Capital Securities from Richards, Layton & Finger, LLP,
special Delaware counsel for the Company and the Issuer. We are expressing no
opinion with respect to the matters contained in such opinion.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and the Issuer and other sources
believed by as to be responsible, and we have assumed that the Indenture has
been duly authorized, executed and delivered by the Trustee thereunder, an
assumption which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
New Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Central Fidelity Banks, Inc.
Central Fidelity Capital Trust I -6-
Very truly yours,
/s/ Sullivan & Cromwell