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EXHIBIT 5.2
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DECEMBER 20, 1996
First Preferred Capital Trust
c/o First Banks, Inc.
11901 Olive Boulevard
St. Louis, Missouri 63141
Re: First Preferred Capital Trust
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Ladies and Gentlemen:
We have acted as special Delaware counsel for First Preferred
Capital Trust, 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 December 12,
1996 (the "Certificate"), as filed in the office of the Secretary
of State of the State of Delaware (the "Secretary of State") on
December 13, 1996;
(b) The Trust Agreement of the Trust, dated as of December
12, 1996, among First Banks, Inc., a Missouri corporation (the
"Company"), and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement")
on Form S-2, including a prospectus (the "Prospectus") relating to
the ---% Preferred Securities of the Trust representing preferred
undivided beneficial interests in the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), as filed
by the Company and the Trust as set forth therein with the
Securities and Exchange Commission on December ---, 1996;
(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
undivided beneficial interests in the Trust (the "Trust
Agreement"), attached as an exhibit to the Registration Statement;
and
(e) A Certificate of Good Standing for the Trust, dated
December ---, 1996, obtained from the Secretary of State.
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First Preferred Capital Trust
December 20, 1996
Page 2
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
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 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
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 Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the
payment for the Preferred Security acquired by it, in accordance
with the Trust Agreement and the Prospectus, and (vii) that the
Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Prospectus.
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 order thereunder which are
currently in effect.
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First Preferred Capital Trust
December 20, 1996
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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. Sec. 3801, et seq.
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2. The Preferred Securities will represent valid 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 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 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. In addition, we hereby consent to the use of our name
under the heading "Validity of Securities" 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, and other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
EAM