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Exhibit 5.5
[Letterhead of Richards, Layton & Finger, P.A.]
June 20, 2001
Trenwick America Capital Trust III
c/o Trenwick Group Ltd.
Continental Building
25 Church Street
Hamilton HM 12, Bermuda
Re: Trenwick America Capital Trust III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Trenwick America
Corporation, a Delaware corporation (the "Company"), Trenwick Group Ltd., a
company organized and existing under the laws of Bermuda ("Trenwick") and
Trenwick America Capital Trust III, 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 June
15, 2001 (the "Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on June 18, 2001;
(b) The Trust Agreement of the Trust, dated as of June 15,
2001, by and among the Company and the trustees of the Trust named therein;
(c) A form of Amended and Restated Trust Agreement of the
Trust (including Exhibits A, C and E thereto) (the "Trust Agreement"), to be
entered into by and among the Company, as depositor, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust, filed as an exhibit to the Registration
Statement (as defined below);
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Trenwick America Capital Trust III
June 20, 2001
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(d) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
filed by the Trust, the Company, Trenwick and others with the Securities and
Exchange Commission on June 20, 2001 relating to the preferred securities of the
Trust, representing undivided beneficial interests in the assets of the Trust
(each, a "Preferred Security" and collectively, the "Preferred Securities"); and
(e) A Certificate of Good Standing for the Trust, dated June
19, 2001, obtained from the Secretary of State.
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 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 signatories 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
Securityholders") of a Preferred Securities Certificate evidencing ownership of
such Preferred Security in the name of such Person and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreement and
the Registration Statement, (vii) that the Preferred Securities are issued and
sold to the Preferred Securityholders in accordance with the Trust Agreement and
the Registration Statement, and (viii) that Bank One Delaware, Inc., satisfies
for the Trust Section 3807 of the Delaware Business Trust Act. We
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June 20, 2001
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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
orders thereunder that 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.
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 Securityholders, 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
Securityholders 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 "Legal Opinions" 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 promulgated thereunder. 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, P.A.
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Richards, Layton & Finger, P.A.
BJK/MSC