EXHIBIT 5(b)
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM (DELAWARE) LETTERHEAD]
January 16, 1997
First Chicago NBD Capital I
First Chicago NBD Capital II
First Chicago NBD Capital III
First Chicago NBD Capital IV
First Chicago NBD Corporation
One First National Plaza
Chicago, Illinois 60670
Re: First Chicago NBD Corporation
First Chicago NBD Capital I
First Chicago NBD Capital II
First Chicago NBD Capital III
First Chicago NBD Capital IV
Registration Statement on Form S-3
(Registration No. 333-15649)
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Ladies and Gentlemen:
We have acted as special Delaware counsel to First Chicago NBD Capital I,
First Chicago NBD Capital II, First Chicago NBD Capital III and First Chicago
NBD Capital IV (each, a "First Chicago NBD Trust" and, together, the "First
Chicago NBD Trusts"), each a statutory business trust created under the Business
Trust Act of the State of Delaware (12 Del. C. (S)(S) 3801, et seq.), and First
Chicago NBD Corporation (the "Company"), a corporation organized under the laws
of the State of Delaware (6 Del. C. (S) 17-101, et seq.), in connection with the
preparation of the Registration Statement on Form S-3 (Registration No. 333-
15649), filed by the Company and the First Chicago NBD Trusts with the
Securities and Exchange Commission (the "Commission") on November 6, 1996 under
the Securities Act of 1933, as amended (the "Act"), and Amendment No. 1 thereto,
to be filed with the Commission on January 16, 1997 (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"), in connection with the public offering
First Chicago NBD Capital I
First Chicago NBD Capital II
First Chicago NBD Capital III
First Chicago NBD Capital IV
First Chicago NBD Corporation
January 16, 1997
Page 2
of preferred securities (the "Preferred Securities") of the First Chicago NBD
Trusts, and certain other securities.
The Preferred Securities of each First Chicago NBD Trust are to be issued
pursuant to an Amended and Restated Declaration of Trust of such First Chicago
NBD Trust (each, a "Declaration" and, collectively, the "Declarations"), each
such Declaration being among the Company, as sponsor of the Trust, Chase
Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee"), The
Chase Manhattan Bank, as institutional trustee (the "Institutional Trustee"),
and Laurence Goldman, M. Eileen Kennedy and Robert A. Rosholt, as regular
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 Registration
Statement; (ii) the certificate of trust of each of the First Chicago NBD
Trusts (each, a "Certificate of Trust" and, collectively, the "Certificates of
Trust") filed with the Secretary of State of the State of Delaware on November
6, 1996; (iii) the form of the Declaration of each of the First Chicago NBD
Trusts (including the designation of the terms of the Preferred Securities of
such First Chicago NBD Trust annexed thereto); (iv) the form of the Preferred
Securities and specimen certificates thereof; and (v) the form of the Purchase
Agreement (each, a "Purchase Agreement" and, collectively, the "Purchase
Agreements") proposed to be entered into among the Company,
First Chicago NBD Capital I
First Chicago NBD Capital II
First Chicago NBD Capital III
First Chicago NBD Capital IV
First Chicago NBD Corporation
January 16, 1997
Page 3
each First Chicago NBD Trust and the underwriters to be named therein, relating
to, among other things, the sale of the Preferred Securities of such First
Chicago NBD Trust. 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 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, or to be executed, by parties other than the First Chicago
NBD Trusts, we have assumed that such parties had, or will have, 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 First Chicago NBD Trust,
the Preferred Securities of such First Chicago NBD Trust and each Purchase
Agreement when executed will be 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 First Chicago NBD Trusts and others.
First Chicago NBD Capital I
First Chicago NBD Capital II
First Chicago NBD Capital III
First Chicago NBD Capital IV
First Chicago NBD Corporation
January 16, 1997
Page 4
We do no 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 assumptions,
qualifications and limitations set forth herein, we are of the opinion that when
(i) the Registration Statement becomes effective; (ii) the Declaration of each
First Chicago NBD Trust and the Purchase Agreement of such First Chicago NBD
Trust have been duly executed and delivered by the parties thereto; and (iii)
the terms of the Preferred Securities of each First Chicago NBD Trust have been
duly established in accordance with the Declaration of such First Chicago NBD
Trust and such Preferred Securities have been duly executed and authenticated
in accordance with the Declaration of such First Chicago NBD Trust and
delivered to and paid for by the underwriters as contemplated by the Purchase
Agreement of such First Chicago NBD Trust, the Preferred Securities of each
First Chicago NBD Trust will have been duly authorized for issuance and will be
validly issued, fully paid and nonassessable, representing undivided beneficial
ownership interests in the assets of such First Chicago NBD Trust; and the
holders of such 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 Preferred Securities of each
First Chicago NBD Trust may be obligated, pursuant to the Declaration of such
First Chicago NBD Trust, to (i) provide indemnity and/or security in connection
with and pay taxes or governmental charges arising from transfers of Preferred
Securities and (ii) provide security and indemnity in connection with the
requests of or directions to the Institutional Trustee of such First Chicago NBD
Trust to exercise its
First Chicago NBD Capital I
First Chicago NBD Capital II
First Chicago NBD Capital III
First Chicago NBD Capital IV
First Chicago NBD Corporation
January 16, 1997
Page 5
rights and powers under the Declaration of such First Chicago NBD Trust.
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 any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable law.
Very truly yours,
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/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM (DELAWARE)