1
EXHIBIT 5
[Salomon Smith Barney Letterhead]
September 10, 2001
Salomon Smith Barney Holdings Inc.
TARGETS Trust XII
TARGETS Trust XIII
TARGETS Trust XIV
TARGETS Trust XV
TARGETS Trust XVI
TARGETS Trust XVII
TARGETS Trust XVIII
TARGETS Trust XIX
TARGETS Trust XX
TARGETS Trust XXI
TARGETS Trust XXII
TARGETS Trust XXIII
TARGETS Trust XXIV
TARGETS Trust XXV
TARGETS Trust XXVI
TARGETS Trust XXVII
c/o Salomon Smith Barney Holdings Inc.
388 Greenwich Street
New York, New York 10013
Re: Salomon Smith Barney Holdings Inc.
TARGETS Trust XII
TARGETS Trust XIII
TARGETS Trust XIV
TARGETS Trust XV
TARGETS Trust XVI
TARGETS Trust XVII
TARGETS Trust XVIII
TARGETS Trust XIX
TARGETS Trust XX
TARGETS Trust XXI
TARGETS Trust XXII
TARGETS Trust XXIII
TARGETS Trust XXIV
TARGETS Trust XXV
TARGETS Trust XXVI
TARGETS Trust XXVII
Registration Statement on Form S-3
Ladies and Gentlemen:
I am a Deputy General Counsel of Salomon Smith Barney Holdings Inc., a
New York corporation (the "Company"). I have acted as counsel to the
Company and to TARGETS Trust XII, TARGETS Trust XIII, TARGETS Trust XIV,
TARGETS Trust XV, TARGETS Trust XVI, TARGETS Trust XVII, TARGETS Trust
XVIII, TARGETS Trust XIX, TARGETS Trust XX, TARGETS Trust XXI, TARGETS
Trust XXII, TARGETS Trust XXIII, TARGETS Trust XXIV, TARGETS Trust XXV,
TARGETS Trust XXVI and TARGETS Trust XXVII (each, a "Trust" and,
together, the "Trusts"), each a statutory business trust formed 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 Trusts with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement relates to
the issuance and sale from time to time, pursuant to Rule 415 under the
Securities Act, of the following
2
securities with an aggregate public offering price of up to $1,000,000,000:
(i) Targeted Growth Enhanced Terms Securities ("TARGETS") of each Trust, (ii)
certain securities (the "Forward Contract Securities") with respect to each
Trust representing interests in a forward contract (the "Forward Contract") of
the Company which are to be issued pursuant to an indenture (the "Indenture")
dated May 26, 2000 between the Company and The Chase Manhattan Bank, as
indenture trustee, and (iii) a guarantee of the Company with respect to the
TARGETS of each Trust.
The TARGETS of each Trust are to be issued pursuant to the Amended and
Restated Declaration of Trust (the "Declaration") of such Trust among the
Company, as sponsor and as the issuer of the Forward Contract Securities, Chase
Manhattan Bank Delaware, as Delaware trustee, The Chase Manhattan Bank, as
institutional trustee (the "Institutional Trustee"), and Barbara A. Yastime,
Michael J. Day and Mark I. Kleinman, as regular trustees (together, the
"Regular Trustees").
This opinion is being delivered in accordance with Item 601(b)(5) of
Regulation S-K under the Securities Act.
In connection with this opinion, I, or persons employed by the Company or
its affiliates with whom I have consulted, have examined or are familiar with
(i) the Registration Statement, (ii) the form of Prospectus relating to the
TARGETS included in the Registration Statement (the "Prospectus"), (iii) the
certificate of Trust of each Trust filed with the Secretary of State of the
State of Delaware, (iv) the form of Declaration (including the designation of
terms of the TARGETS annexed thereto), (v) the form of certificates evidencing
the TARGETS, (vi) the form of Targeted Growth Enhanced Terms Securities
Guarantee Agreement (the "Guarantee Agreement") between the Company and The
Chase Manhattan Bank, as guarantee trustee, (vii) the form of certificates
evidencing the Forward Contract Securities, (viii) the Indenture, (ix) the
Restated Certificate of Incorporation of the Company, as amended to date,
(x) the By-Laws of the Company currently in effect and (xi) certain resolutions
adopted by the Board of Directors of the Company (the "Board of Directors").
I (or such persons) have also examined or are familiar with originals, or
copies certified or otherwise identified to my satisfaction, of such other
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as I
(or such persons) have deemed necessary or advisable for the purposes of this
opinion. In my examination, I (or such persons) have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to me (or such persons) as originals, the conformity to
original documents of all documents submitted to me (or such persons) as
certified or photostatic copies and the authenticity of the originals of such
copies.
Upon the basis of the foregoing, I am of the opinion that:
1. With respect to the TARGETS of each Trust, when (i) the Registration
Statement, as amended (if necessary), has become effective under the Securities
Act, (ii) the Prospectus with respect to such TARGETS has been delivered and
filed in compliance with the Securities Act and the applicable rules and
regulations thereunder, (iii) the Declaration of such Trust and an underwriting
agreement (the "Underwriting Agreement") with respect to such TARGETS are duly
executed and delivered by the parties thereto, (iv) the Declaration of such
Trust has been qualified under the Trust Indenture Act of 1939, as amended (the
"TIA"), (v) the terms of such TARGETS have been established in accordance with
the Declaration of such Trust and (vi) such TARGETS have been executed and
issued in accordance with the Declaration of such Trust and delivered and paid
for in accordance with the Underwriting Agreement, (1) such TARGETS will be
duly authorized, validly issued and fully paid and nonassessable, representing
undivided beneficial interests in the assets of such Trust, and (2) the holders
of such TARGETS 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. I bring to your attention,
however, that the holders of such TARGETS may be obligated, pursuant to the
Declaration of such Trust, to (A) provide indemnity and/or security in
connection with and pay taxes or governmental charges arising from transfers of
TARGETS and (B) provide security and indemnity in connection with the requests
of or directions to the Institutional Trustee to exercise its rights and powers
under the Declaration of such Trust.
2. With respect to the Guarantee Agreement for the TARGETS of each Trust,
when (i) the Registration Statement, as amended (if necessary), has become
effective under the Securities Act, (ii) the Prospectus with respect
2
3
to such Trust has been delivered and filed in compliance with the Securities
Act and the applicable rules and regulations thereunder, (iii) 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 execution and delivery of such Guarantee Agreement, (iv) the
Declaration, the Guarantee Agreement and the Underwriting Agreement with
respect to such Trust are duly executed and delivered by the parties thereto,
(v) the Declaration and the Guarantee with respect to such Trust have been
qualified under the TIA, (vi) the terms of such TARGETS have been established in
accordance with the Declaration of such Trust and (vii) such TARGETS have been
executed and issued in accordance with the Declaration of such Trust and
delivered and paid for in accordance with the Underwriting Agreement for such
TARGETS, the Guarantee Agreement will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms (subject,
as to enforcement, to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether such enforceability is
considered in a proceeding in equity or at law).
3. With respect to the Forward Contract Securities for each Trust, when
(i) the Registration Statement, as amended (if necessary), has become effective
under the Securities Act, (ii) the Prospectus with respect to such Trust has
been delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder, (iii) 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 such Forward Contract Securities, (iv) the Indenture (as
supplemented by a resolution of the Board of Directors or of any authorized
committee thereof, or by a supplemental indenture, in either case relating to
the Forward Contract with respect to such Trust) has been duly executed and
delivered by the parties thereto, (v) such Indenture has been qualified under
the TIA, (vi) the terms of such Forward Contract Securities have been
established in accordance with the Indenture with respect to such Trust and
(vii) such Forward Contract Securities have been duly executed and issued in
accordance with such Indenture and paid for as set forth in the Prospectus with
respect to such Trust, such Forward Contract 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 (subject, as
to enforcement, to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether such enforceability is
considered in a proceeding in equity or at law).
This opinion is limited to matters governed by the federal laws of the
United States of America, the laws of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware Business Trust Act
(including the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting the General Corporation Law of the
State of Delaware and the Delaware Business Trust Act). I am not admitted to
the practice of law in the State of Delaware.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to my name under the
heading "Legal Matters" in the prospectus which forms a part of the
Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Marcy Engel
____________________
Marcy Engel
Deputy General Counsel
3