EXHIBIT 5.3
May 3, 2001
AGL Capital Trust II
c/o AGL Capital Corporation
817 West Peachtree Street, N.W.
Atlanta, Georgia 30308
Re: AGL Capital Trust II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for AGL Capital Corporation,
a Nevada corporation (the "Company"), and AGL Capital Trust II, a Delaware
statutory business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated March 20, 2001 (the
"Certificate"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on March 23, 2001;
(b) The Trust Agreement of the Trust, dated as of March 20, 2001,
among the Company and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus with respect to the Trust (the
"Prospectus"), relating to the ____% Trust Preferred Securities of the Trust
representing preferred undivided beneficial interests in the assets of the Trust
(each, a "Trust Preferred Security" and collectively, the "Trust
AGL Capital Trust II
May 3, 2001
Page 2
Preferred Securities"), filed by the Company and the Trust with the Securities
and Exchange Commission on or about May 3, 2001;
(d) A form of Amended and Restated Trust Agreement of the Trust to be
entered into among the Company, the trustees of the Trust named therein, and the
holders from time to time of the undivided beneficial interests in the assets of
the Trust (including Annex I and Exhibits A-1 and A-2 thereto) (the "Trust
Agreement"); and
(e) A Certificate of Good Standing for the Trust, dated May 3, 2001,
obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as
defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation, due formation or
due organization, as the case may be, and valid existence in good standing of
each party to the documents examined by us under the laws of the jurisdiction
governing its creation, formation or organization, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv) that each
of the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (v)
that
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May 3, 2001
Page 3
each of the parties to the documents examined by us has duly authorized,
executed and delivered the documents examined by us, (vi) the receipt by each
person to whom a Trust Preferred Security is to be issued by the Trust
(collectively, the "Trust Preferred Security Holders") of a certificate
evidencing the Trust Preferred Security (a "Trust Preferred Security
Certificate") and the payment for the Trust Preferred Security acquired by it,
in accordance with the Trust Agreement and as described in the Registration
Statement, and (vii) that the Trust Preferred Securities are issued and sold to
the Trust Preferred Security Holders in accordance with the Trust Agreement and
as described in the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
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(S)3801, et seq.
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2. The Trust Preferred Securities to be issued to the Trust Preferred
Security Holders have been duly authorized by the Trust Agreement and will be
duly and validly issued and, subject to the qualifications set forth in
paragraph 3 below, fully paid and nonassessable undivided beneficial interests
in the assets of the Trust.
3. The Trust Preferred Security Holders, as beneficial owners of the
Trust, 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 note that the Trust Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our
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May 3, 2001
Page 4
name under the heading "Legal Matters" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
CDK