Exhibit 5.02
December 26, 2002
Citigroup Inc.
399 Park Avenue
New York, NY 10043
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
c/o Citigroup Inc.
399 Park Avenue
New York, NY 10043
Re: Citigroup Inc.
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 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 under the laws of the State of Delaware, and
(2) Citigroup 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 December 26, 2002 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
Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 2
following securities with an aggregate public offering price of up to
$15,000,000,000: (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 JPMorgan Chase Bank
(formerly 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 Manhattan Bank USA, National Association (formerly Chase
Manhattan Bank Delaware), as Delaware trustee (the "Delaware Trustee"), JPMorgan
Chase Bank, as property trustee (the "Property Trustee"), and William P. Hannon,
Todd S. Thomson and Guy Whittaker, 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,
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 3
(ii) the certificates of trust of each of (A) Citigroup Capital IX, as filed
with the Secretary of State of the State of Delaware on December 7, 1998, (B)
Citigroup Capital X, as filed with the Secretary of State of the State of
Delaware on December 7, 1998, (C) Citigroup Capital XI, as filed with the
Secretary of State of the State of Delaware on December 7, 1998, (D) Citigroup
Capital XII, as filed with the Secretary of State of the State of Delaware on
December 7, 1998 and (E) 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); (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 JPMorgan Chase Bank, as guarantee trustee
(the "Capital Securities Guarantee Trustee"); (vi) the form of the 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
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 4
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 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.
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 5
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 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
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 6
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 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
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 7
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 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 supple-
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 8
ment 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 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
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 9
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 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
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 10
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 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.
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
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Citigroup Inc.
Citigroup Capital IX
Citigroup Capital X
Citigroup Capital XI
Citigroup Capital XII
Citigroup Capital XIII
December 26, 2002
Page 11
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
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