EXHIBIT 5.1
[LETTERHEAD OF RICHARDS, LAYTON & FINGER]
July 3, 1997
Imperial Credit Capital Trust I
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard, Bldg. 1, Suite 110
Torrance, CA 90505
Re: Imperial Credit Capital Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Imperial Credit Industries,
Inc., a California corporation (the "Company"), and Imperial Credit Capital
Trust I, a Delaware 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 as of May 28, 1997 (the
"Certificate"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on May 28, 1997;
(b) The Declaration of Trust of the Trust, dated as of May 28, 1997, between
the Company and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on Form S-4,
including a preliminary prospectus (the "Prospectus"), relating to an offer to
Imperial Credit Capital Trust I
c/o Imperial Credit Industries, Inc.
July 3, 1997
Page 2
exchange (the "Exchange Offer") up to $70,000,000 aggregate liquidation amount
of its New Par Securities, Series B ("New Par Securities"), for a like
liquidation amount of its Old Par Securities, Series A ("Old Par Securities"),
as filed by the Company, certain of its subsidiaries and the Trust with the
Securities and Exchange Commission on June 27, 1997;
(d) The Amended and Restated Declaration of Trust, dated as of June 9, 1997
among the Company and the trustees named therein, and the holders, from time to
time, of undivided beneficial interests in the assets of the Trust (the
"Declaration") filed as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated July 3, 1997,
obtained from the Secretary of State.
Initially 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 above, and we have assumed that there exists no provision
in any document that we have not reviewed that bears upon or 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 Declaration
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 Declaration and 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 or due organization or due formation, 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, organization or formation, (iii) the legal capacity of natural persons
who are parties to the documents examined by us, (iv) that each of the
Imperial Credit Capital Trust I
c/o Imperial Credit Industries, Inc.
July 3, 1997
Page 3
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) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (vi) the receipt by each Person to whom a New Par Security is to
be issued by the Trust (collectively, the "New Par Security Holders") of a New
Par Security Certificate for such New Par Security and the acceptance by the
Trust of the outstanding Old Par Security validly tendered for such New Par
Security pursuant to the Exchange Offer, all in accordance with the Declaration
and the Prospectus, and (vii) that the New Par Securities are issued and sold to
the New Par Security Holders in accordance with the Declaration and the
Prospectus. We have not participated in the preparation of the Prospectus 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 which 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. (S) 3801,
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et seq.
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2. The New Par Securities to be issued to the New Par Security Holders have
been duly authorized by the Declaration 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 New Par 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 New Par Security Holders may be
obligated, pursuant to the Declaration, to (i) provide indemnity and security in
connection with requests or directions to the Property Trustee under the
Declaration to exercise its rights and remedies under the Declaration, (ii)
provide indemnity and security in
Imperial Credit Capital Trust I
c/o Imperial Credit Industries, Inc.
July 3, 1997
Page 4
connection with and pay taxes or governmental charges arising from transfers of
New Par Securities and the issuance of replacement New Par Security
Certificates, and (iii) undertake as a party litigant to pay costs in any suit
for the enforcement of any right or remedy under the Declaration or against the
Property Trustee under the Declaration, to the extent provided in the
Declaration.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the reliance
thereon by the New Par Security Holders. In addition, we hereby consent to the
use of our 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. We also consent to the reliance by Freshman, Marantz,
Orlanski, Cooper & Klein and Simpson Thacher & Bartlett as to matters of
Delaware law in connection with opinions to be rendered by it them pursuant to
the Exchange Offer. 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
WF/sem