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
Attachment to Exhibit 5.1
[Williams, Mullen, Christian & Dobbins letterhead]
June 10, 1997
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219
Central Fidelity Capital Trust I
1021 East Cary Street
Richmond, Virginia 23219
Sullivan & Cromwell
1701 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-5805
Re: Floating Rate Junior Subordinated Debt Securities, Series A of Central
Fidelity Banks, Inc.; Guarantee of Central Fidelity Banks, Inc. with
respect to Floating Rate Capital Trust Pass-through Securities, Series A
------------------------------------------------------------------------
Ladies and Gentlemen:
We have served as Virginia counsel to Central Fidelity Banks, Inc., a
Virginia corporation (the "Company"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company and
Central Fidelity Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), with the Securities and Exchange
Commission for the registration under the Securities Act of 1933, as amended
(the "Act"), of (i) $100,000,000 Floating Rate Capital Trust Pass-through
Securities, Series A (Liquidation Amount $1,000 per Capital Trust Pass-through
Security)(the "New Capital Securities") of the Trust, (ii) the guarantee (the
"New Guarantee") with respect to the New Capital Securities to be executed and
delivered by the Company, and (iii) $100,000,000 Floating Rate Junior
Subordinated Debt Securities, Series A (the "New Junior Subordinated Debt
Securities") of the Company. Unless otherwise defined herein or unless the
context otherwise requires, terms defined in the
June 10, 1997
Page 2
Registration Statement (either directly or by reference to other documents)
shall have the same meaning when used herein.
In connection with the foregoing, we have examined such corporate
proceedings, records, certificates and originals or copies, certified or
otherwise identified to our satisfaction, of documents as we considered
necessary for the purposes of this opinion. As to certain factual matters, we
have relied upon certificates and representations of the Company and its
officers. We have assumed the correctness of the factual matters contained in
such reliance sources, and have not acquired any information giving us
knowledge, without any independent investigation for the purpose, that such
factual matters are incorrect.
We have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us as copies. In making
our examination of the documents and instruments executed by persons other than
the Company, we have assumed that each such other person had the power to enter
into and perform all of its obligations thereunder and also have assumed the due
authorization by each such person for the entering into and performance of such
obligations and the due execution and delivery of such documents by each such
person. We have further assumed that each such other person that is not a
natural person is duly organized, validly existing and in good standing under
the laws of the jurisdiction under which it was created, and that all such other
persons, including natural persons, have all necessary power and authority to
own their respective properties and assets and to conduct their respective
businesses as presently conducted and proposed to be conducted under the terms
of all such documents and instruments reviewed by
June 10, 1997
Page 3
us to which each is a party. We have further assumed that entry into and
performance of the obligations of each person, other than the Company, to the
documents and instruments reviewed by us do not and will not constitute a breach
or violation of, or conflict with, any law, governmental requirement, license,
permit, order, contract, indenture or obligation of any kind to which such
person or its property is subject.
Based upon the foregoing, and subject to the qualifications hereinafter
set forth, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation in
good standing under the laws of the Commonwealth of Virginia and is duly
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended, and has the corporate power and authority to own its properties and
conduct its business as described in the Registration Statement.
2. Each of the Registration Statement and the Indenture has been duly
authorized, executed and delivered by the Company, and the New Guarantee
Agreement has been duly authorized by the Company.
3. When (i) the Registration Statement has become effective under the
Act; (ii) the terms of the New 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
June 10, 1997
Page 4
imposed by any court or governmental body having jurisdiction over the Company,
and the New Guarantee Agreement relating to the New Guarantee has been duly
executed and delivered as contemplated in the Registration Statement; (iii) the
terms of the New Junior Subordinated Debt Securities and of their issuance and
delivery have been duly established in conformity with the Indenture relating to
the New Junior Subordinated Debt Securities 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 New 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 New
Capital Securities and of their issuance and delivery have been duly established
in conformity with the Amended and Restated Declaration of Trust of the Trust
(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 the Trust
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Trust, and the New 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 New 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 principles of equity.
June 10, 1997
Page 5
Our opinion is limited in all respects to the application of the laws of
the Commonwealth of Virginia and, to the extent applicable, the federal laws of
the United States. We render no opinion on the laws of any other jurisdiction
(or any subdivision thereof).
We understand that you have received an opinion, dated as of the date
hereof, regarding the New Capital Securities from Richards, Layton & Finger,
LLP, special Delaware counsel for the Company and the Trust. We are expressing
no opinion with respect to the matters contained in such opinion.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the reference to us under an
appropriate caption relating to the validity of the New Securities in any
Prospectus forming a part of the Registration Statement. In giving such consent
we do not thereby admit that we are in the category of person whose consent is
required under Section 7 of the Act.
Very truly yours,
WILLIAMS, MULLEN, CHRISTIAN & DOBBINS
by /s/ William H. Schwarzschild
----------------------------
William H. Schwarzschild, III
Shareholder