Exhibit 5(j)
[LETTERHEAD OF DORSEY & WHITNEY LLP]
July 19, 2006
Safety First Trust Series 2006-9
c/o Citigroup Funding Inc.
399 Park Avenue
New York, New York 10043
Re: Safety First Trust Series 2006-9
Ladies and Gentlemen:
We have acted as special Delaware counsel for Safety First Trust Series
2006-9, a Delaware statutory 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, as filed in the
office of the Secretary of State of the State of Delaware
(the "Secretary of State") on June 21, 2006 (the
"Certificate of Trust");
(b) The Declaration of Trust of the Trust, dated as of June 21,
2006, among Citigroup Funding, Inc., a Delaware corporation
(the "Company"), as sponsor, Citigroup, Inc., a Delaware
corporation (the "Guarantor"), U.S. Bank Trust National
Association, as Delaware Trustee and Scott Freidenrich,
Geoffrey S. Richards and Cliff Verron, as Regular Trustees;
(c) The Registration Statement on Form S-3 (the "Registration
Statement"), including the form of prospectus (the
"Prospectus"), relating to the Trust's Principal-Protected
Trust Certificates ("Trust Certificates"), to be filed with
the Securities and Exchange Commission on or about July 19,
2006;
(d) A form of Amended and Restated Declaration of Trust of the
Trust, to be entered into among the Company, as sponsor, the
Guarantor, the Trustees (as defined therein), and the
holders, from time to time, of undivided beneficial
interests in the Trust (including the Form of Trust
Certificate attached thereto as Exhibit A-1) to be filed as
an exhibit to the Registration Statement (the "Trust
Agreement"); and
Safety First Trust Series 2006-9
July 19, 2006
Page 2
(e) A Certificate of Good Standing for the Trust, dated July 13,
2006, 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
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 will be in full
force and effect and will not be amended and that the Trust Agreement will be in
full force and effect and will be executed in the form reviewed by us, (ii) that
each of the Company and the Guarantor has been duly created, formed or
organized, as the case may be, and is validly existing in good standing under
the laws of the jurisdiction governing its creation, formation or organization,
(iii) that each natural person who is a signatory to the documents examined by
us has the legal capacity to sign such documents, (iv) that each of the Company
and Guarantor has the power and authority to execute and deliver, and to perform
its obligations under, the documents examined by us, (v) that each of the
Company and Guarantor has duly authorized, executed and delivered the documents
examined by us, (vi) that each Person to whom a Trust Certificate is to be
issued by the Trust (the "Preferred Security Holders") has received an
appropriate certificate evidencing ownership of such Trust Certificate and has
paid for the Trust Certificate acquired by it, in accordance with the Trust
Agreement, and (vii) that the Trust Certificates are issued and sold to the
Preferred Security Holders in accordance with the Trust Agreement. We 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 any
tax laws, fraudulent conveyance laws, fraudulent transfer laws and securities
laws). We have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws. Our opinions are rendered only with
respect to Delaware laws that are currently in effect.
Safety First Trust Series 2006-9
July 19, 2006
Page 3
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 statutory trust under the Delaware Statutory Trust
Act.
2. The Trust Certificates will represent valid, fully paid and
non-assessable 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.
With respect to the opinions set forth in paragraphs 2 and 3 above, 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 use of our name under the heading "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. 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/ Dorsey & Whitney LLP
DORSEY & WHITNEY LLP