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EXHIBIT 5.02
May 26, 2000
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
c/o Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Re: Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to (1) Citigroup Capital VII
(formerly Travelers Capital VII), Citigroup Capital VIII (formerly Travelers
Capital VIII), Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI,
Citigroup Capital XII and Citigroup Capital XIII (each, a "Citigroup Trust"
and, together, the "Citigroup Trusts"), each a statutory business trust created
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 2
under the laws of the State of Delaware, and (2) Citigroup Inc.
(formerly Travelers Group Inc.)(the "Company"), a corporation
organized under the laws of the State of Delaware, in connection with
the preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), to be filed by the Company and the
Citigroup Trusts with the Securities and Exchange Commission (the
"Commission") on May 26, 2000 under the Securities Act of 1933, as
amended (the "Act"). The Registration Statement relates to, among
other things, the issuance and sale from time to time pursuant to Rule
415 of the General Rules and Regulations promulgated under the Act, of
the following securities with an aggregate public offering price of up
to $8,000,000,000: (i) capital securities (the "Capital Securities")
of each of the Citigroup Trusts, (ii) unsecured junior subordinated
debt securities (the "Junior Subordinated Debt Securities") of the
Company which are to be issued pursuant to an Indenture, dated as of
October 7, 1996, as supplemented by the First Supplemental Indenture
thereto dated as of December 15, 1998 (as so supplemented, the
"Indenture"), between the Company and The Chase Manhattan Bank, as
debt trustee (the "Debt Trustee"), (iii) shares of preferred stock,
par value $1.00 per share (the "Preferred Stock") of the Company to be
issued in one or more series, which may also be issued in the form of
depositary shares (the "Depositary Shares") evidenced by depositary
receipts (the "Receipts") pursuant to one or more deposit agreements
(each, a "Deposit Agreement") to be entered into between the Company
and a depositary to be named (the "Depositary") and (iv) shares of
common stock, par value $.01 per share (the "Common Stock"), of the
Company as may be issuable upon conversion of some or all of the
Preferred Stock (the "Offered Common Stock").
The Capital Securities of each Citigroup Trust are to be
issued pursuant to the Amended and Restated Declaration of Trust of
such Citigroup Trust (each, a "Declaration" and, collectively, the
"Declarations"), each such Declaration being among the Company, as
sponsor and as the issuer of the Junior Subordinated Debentures (as
defined therein) to be held by the Property Trustee (as defined below)
of such Citigroup Trust, Chase
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 3
Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee"),
The Chase Manhattan Bank, as property trustee (the "Property
Trustee"), and Todd Thomson, Irwin Ettinger and Stephanie B. Mudick,
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 certificates of trust of each
of (A) Citigroup Capital VII, as filed with the Secretary of State of
the State of Delaware on May 14, 1997 and the amendment thereto as
filed with the Secretary of State of the State of Delaware on October
8, 1998, (B) Citigroup Capital VIII, as filed with the Secretary of
State of the State of Delaware on May 16, 1997 and the amendment
thereto as filed with the Secretary of State of the State of Delaware
on December 7, 1998, (C) Citigroup Capital IX, as filed with the
Secretary of State of the State of Delaware on December 7, 1998, (D)
Citigroup Capital X, as filed with the Secretary of State of the State
of Delaware on December 7, 1998, (E) Citigroup Capital XI, as filed
with the Secretary of State of the State of Delaware on December 7,
1998, (F) Citigroup Capital XII, as filed with the Secretary of State
of the State of Delaware on December 7, 1998 and (G) Citigroup Capital
XIII, as filed with the Secretary of State of the State of Delaware on
December 7, 1998 (collectively, the "Certificates of Trust"); (iii)
the Form of the Declaration of each of the Citigroup Trusts (including
the form of the designations of the terms of the Capital Securities of
such Citigroup Trust annexed thereto)(collectively, the
"Declarations"); (iv) the form of the Capital Securities of each of
the Citigroup Trusts; (v) the form of the capital securities guarantee
agreement (the "Capital Securities Guarantee"), to be entered into by
the Company and The Chase Manhattan Bank, as guarantee trustee (the
"Capital Securities Guarantee Trustee"); (vi) the form of the
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 4
Junior Subordinated Debt Securities; (vii) the form of the Deposit
Agreement; (viii) an executed copy of the Indenture; (ix) the Restated
Certificate of Incorporation of the Company, as amended to date (the
"Certificate of Incorporation"); (x) the By-Laws of the Company, as
currently in effect (the "By-Laws"); (xi) drafts of certain
resolutions of the Board of Directors of the Company (the "Draft
Resolutions") relating to the issuance and sale of the Offered Debt
Securities (as defined below), the Capital Securities Guarantee, the
Preferred Stock, the Depositary Shares and the Offered Common Stock
and related matters and (xii) a specimen certificate evidencing the
Common Stock. 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 executed documents or documents
to be executed, we have assumed that the parties thereto, other than
the Company and the Citigroup Trusts, had or will have the power,
corporate, trust 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 Citigroup Trust, the Capital
Securities of each Citigroup Trust, the Capital Securities Guarantee
and the Junior Subordinated Debt Securities will be executed in
substantially the form reviewed by us and that the terms of the
Offered Capital Securities (defined below), the Offered Debt
Securities (defined below), the Offered Preferred Stock (defined
below) and the Depositary Shares will have been established so as not
to violate, conflict with or constitute a default under (i) any
agreement or instrument to which the Company or any of the Citigroup
Trusts or their respective
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 5
property is subject, (ii) any law, rule, or regulation to which the
Company or any of the Citigroup Trusts is subject, (iii) any judicial
or administrative order or decree of any governmental authority or
(iv) any consent, approval, license, authorization or validation of,
or filing, recording or registration with any governmental authority.
We have also assumed that (i) the stock certificates evidencing the
Preferred Stock to be issued will be in a form that complies with, and
the terms of such Preferred Stock will be duly established in
accordance with, the Delaware General Corporation Law (the "DGCL"),
and (ii) the stock certificate evidencing any Offered Common Stock
issued will conform to the specimen certificate examined by us and
will be duly executed and delivered. 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 Citigroup Trusts and others.
Members of our firm are admitted to the bar in the States of
Delaware and New York, and we do not express any opinion as to the
laws of any other jurisdiction other than the laws of the United
States of America to the extent specifically referred to herein.
Based on and subject to the foregoing and to the other
qualifications and limitations set forth herein, we are of the opinion
that:
1. With respect to the Capital Securities of each
Citigroup Trust to be offered pursuant to the Registration Statement
(the "Offered Capital Securities"), when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) an appropriate
prospectus with respect to the Offered Capital Securities has been
prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) the Declaration of
such Citigroup Trust has been duly executed and delivered by the
parties thereto; (iv) the terms of the Offered Capital Securities have
been established in accordance with the Declaration; (v) the Offered
Capital
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 6
Securities have been issued, executed and authenticated in accordance
with the Declaration and delivered and paid for in the manner
contemplated in the Registration Statement or any prospectus relating
thereto; and (vi) if the Offered Capital Securities are to be sold
pursuant to a firm commitment underwritten offering, the underwriting
agreement with respect to the Offered Capital Securities has been duly
authorized, executed and delivered by the applicable Citigroup Trust
and the other parties thereto, (1) the Offered Capital Securities will
be duly authorized for issuance and will be validly issued, fully paid
and nonassessable, representing undivided beneficial interests in the
assets of such Citigroup Trust and (2) the holders of the Offered
Capital Securities will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit
organized under the DGCL. We bring to your attention, however, that
the holders of the Offered Capital Securities may be obligated,
pursuant to the Declaration of such Citigroup Trust, to (i) provide
indemnity and/or security in connection with, and pay taxes or
governmental charges arising from, transfers of Offered Capital
Securities and (ii) provide security and indemnity in connection with
the requests of or directions to the Property Trustee of such
Citigroup Trust to exercise its rights and powers under the
Declaration of such Citigroup Trust.
2. With respect to the Capital Securities Guarantee,
when (i) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective under the
Act; (ii) the Draft Resolutions have been adopted by the Board of
Directors of the Company; (iii) an appropriate prospectus with respect
to the Capital Securities Guarantee has been prepared, delivered and
filed in compliance with the Act and the applicable rules and
regulations thereunder; (iv) the Declaration of such Citigroup Trust
is duly executed and delivered by the parties thereto; (v) the terms
of the Offered Capital Securities have been established in accordance
with the Declaration; (vi) the Offered Capital Securities have been
issued and executed in accordance with the Declaration and paid for in
the manner contemplated in the Registration Statement or any
prospectus relating thereto; and (vii) if the Offered Capital
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 7
Securities are to be sold pursuant to a firm commitment underwritten
offering, the underwriting agreement with respect to the Capital
Securities Guarantee has been duly authorized, executed and delivered
by the applicable Citigroup Trust and the other parties thereto, the
Capital Securities Guarantee, when duly executed and delivered by the
parties thereto, will be a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except
to the extent that (a) enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, or other similar
laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and
(b) rights to indemnity and contribution thereunder may be limited by
applicable law or the public policy underlying such law.
3. With respect to any series of Junior Subordinated
Debt Securities (the "Offered Debt Securities"), when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Draft Resolutions have been adopted by the Board of Directors of
the Company; (iii) an appropriate prospectus with respect to the
Offered Debt Securities has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations
thereunder; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and
terms of the Offered Debt Securities and related matters; (v) the
terms of the Offered Debt Securities have been established in
conformity with the Indenture; (vi) the Offered Debt Securities are
duly executed, delivered, authenticated and issued in accordance with
the Indenture and delivered and paid for in the manner contemplated in
the Registration Statement or any prospectus relating thereto; and
(vii) if the Offered Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with
respect to the Offered Debt Securities has been duly authorized,
executed and delivered by the parties thereto, the Offered
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 8
Debt Securities will be valid and binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable against the
Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, or other similar
laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
4. With respect to the shares of any series of
Preferred Stock (the "Offered Preferred Stock"), when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Draft Resolutions have been adopted by the Board of Directors of
the Company; (iii) an appropriate prospectus supplement with respect
to the shares of the Offered Preferred Stock has been prepared,
delivered and filed in compliance with the Act and the applicable
rules and regulations thereunder; (iv) the terms of the Offered
Preferred Stock and of their issuance and sale have been duly
established by all necessary corporate action in conformity with the
Company's Certificate of Incorporation, including the Certificate of
Designation relating to the Offered Preferred Stock, and the By-Laws
of the Company; (v) the filing of the Certificate of Designation with
the Secretary of State of the State of Delaware has duly occurred;
(vi) if the Offered Preferred Stock is to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with
respect to the shares of the Offered Preferred Stock has been duly
authorized, executed and delivered by the Company and the other
parties thereto; and (vii) certificates representing the shares of the
Offered Preferred Stock have been duly executed and delivered by the
proper officers of the Company to the purchasers thereof against
payment of the agreed-upon consideration therefor in the manner
contemplated in the Registration Statement or any prospectus
supplement or term sheet relating thereto, (1) the shares of the
Offered Preferred Stock, when issued and sold in accordance with the
applicable underwriting agreement or any other duly authorized,
executed and delivered applicable purchase agreement, will be
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 9
duly authorized, validly issued, fully paid and nonassessable,
provided that the consideration therefor is not less than the par
value thereof; and (2) if the Offered Preferred Stock is convertible
into Offered Common Stock, the Offered Common Stock issuable upon
conversion of the Offered Preferred Stock will be duly authorized,
validly issued, fully paid and nonassessable, assuming the issuance of
the Offered Common Stock upon conversion of the Offered Preferred
Stock has been authorized by all necessary corporate action, that the
Offered Preferred Stock has been converted in accordance with the
terms of the Certificate of Designation and that the certificates
evidencing such shares of Offered Common Stock are duly executed and
delivered. In rendering the opinion set forth in clause (2) of this
paragraph 4, we have assumed that, at the time of issuance of any
Offered Common Stock upon conversion of the Offered Preferred Stock,
the Certificate of Incorporation, the By-Laws and the DGCL shall not
have been amended so as to affect the validity of such issuance.
5. With respect to any Depositary Shares representing
fractional interests in any Offered Preferred Stock, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii)
the Draft Resolutions have been adopted by the Board of Directors of
the Company; (iii) an appropriate prospectus supplement with respect
to the Depositary Shares has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations
thereunder; (iv) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and
terms of the Depositary Shares and related matters, including the
adoption of the Certificate of Designation for the related Offered
Preferred Stock; (v) the filing of the Certificate of Designation with
the Secretary of State of the State of Delaware has duly occurred;
(vi) the Deposit Agreement has been duly executed and delivered; (vii)
the terms of the Depositary Shares and of their issuance and sale have
been duly established by all necessary corporate action in conformity
with the Deposit Agreement; (viii) the related Offered Preferred Stock
that is represented by
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 10
Depositary Shares has been duly authorized, validly issued and
delivered to the Depositary for deposit in accordance with the laws of
the States of Delaware and New York; (ix) if the Depositary Shares are
to be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Depositary Shares has been
duly authorized, executed and delivered by the Company and the other
parties thereto; and (x) the Receipts evidencing the Depositary Shares
are duly issued against the deposit of the Offered Preferred Stock in
accordance with the Deposit Agreement, such Receipts will be validly
issued and will entitle the holders thereof to the rights specified
therein and in the Deposit Agreement, subject to (i) the effects of
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereinafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity).
There is no provision in the Certificate of Incorporation
which purports to restrict the surplus of the Company by reason of the
excess, if any, of the liquidation preference of the shares of
Preferred Stock over their par value. The applicable provisions of the
DGCL, 8 Del. C. Sections 154 and 170(a), which define capital and
surplus of a Delaware corporation available for the payment of
dividends, do not purport to restrict such surplus by reason of any
such excess. Moreover, we are not aware of any applicable provisions
of the Constitution of the State of Delaware nor any controlling
Delaware case law which would suggest that surplus would be restricted
by the excess of the liquidation preference over the par value of the
shares of Preferred Stock. Accordingly, while there are no authorities
specifically addressing this issue, it is our opinion that (i) there
should be no restriction upon the surplus of the Company available for
the payment of dividends on any outstanding capital stock of the
Company solely by reason of the fact that the liquidation preference
of any shares of any series of Preferred Stock exceeds the par value
of such shares and (ii) no remedy should be available to the holders
of any shares of any series of Preferred Stock before or after payment
of any dividend solely because such dividend
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 11
would reduce the surplus of the Company to an amount less than the
amount of such excess, assuming that the payment of such dividend is
in accordance with the provisions of the DGCL, and of the Certificate
of Incorporation including the applicable Certificate of Designation.
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Citigroup Inc.
Citigroup Capital VII
Citigroup Capital VIII
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
May 26, 2000
Page 12
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also hereby
consent to the use of our name under the heading "Legal Matters" in
each of the two prospectuses which forms a part of 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,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP