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Exhibit 5.2-A
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
January 11, 2000
MONY Capital Trust I
c/o The MONY Group Inc.
1740 Broadway
New York, New York 10019
Re: MONY Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for The MONY Group
Inc., a Delaware corporation (the "Company"), and MONY 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 Trust Agreement of the Trust, dated as of January
10, 2000 (the "Original Trust Agreement"), between
the Company and Chase Manhattan Bank Delaware, a
Delaware banking corporation ("Chase"), as trustee
(the "Delaware Trustee");
(b) A form of Amended and Restated Trust Agreement for
the Trust, among the Company, the Delaware Trustee,
The Chase Manhattan Bank, a New York banking
corporation, as property trustee (the "Property
Trustee"), Kenneth M. Levine and Richard Daddario, as
administrative trustees (the "Administrative
Trustees"), and the holders, from time to time, of
the undivided beneficial ownership interests in the
assets of such Trust (including Exhibits C and E
thereto) (the "Amended and Restated Trust Agreement;"
and, together with the Original Trust Agreement, the
"Trust Agreement");
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MONY Capital Trust I
January 11, 2000
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(d) 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 Securities of
the Trust representing preferred undivided beneficial
ownership interests in the assets of the Trust, filed
by the Company and the Trust with the Securities and
Exchange Commission on January 12, 2000; and
(e) A Certificate of Good Standing for the Trust, dated
January 11, 2000, 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 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
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 will constitute 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, that the Certificate of Trust
is in full force and effect and has not been amended and that the Trust
Agreement will be in full force and effect and will not be 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 Trusts (collectively, the
"Preferred Security
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MONY Capital Trust I
January 11, 2000
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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 Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement or Prospectus and
assume no responsibility for their 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. Section 3801, et seq.
2. The Preferred Securities of the Trust 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 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 reference to us as local counsel under the
headings "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.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.