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Exhibit 5.1
November 25, 1996
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
Ladies and Gentlemen:
This opinion is delivered in connection with Amendment No. 4 to the
Registration Statement on Form S-3 (the "Registration Statement") filed under
the Securities Act of 1933, as amended (the "Act"), by The Chase Manhattan
Corporation, a Delaware corporation ("Chase"), and Chase Capital I, Chase
Capital II and Chase Capital III, each a Delaware business trust (the "Trusts",
and together with Chase, the "Registrants"), which Registration Statement
relates to (i) preferred securities representing beneficial ownership interests
in such Trusts (the "Preferred Securities"), (ii) junior subordinated deferrable
interest debentures (the "Debentures") to be issued by Chase and (iii)
unconditional and irrevocable guarantees (the "Guarantees" and each a
"Guarantee") of the obligations of the Trusts under the Preferred Securities
that may be issued by Chase.
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The Chase Manhattan Corporation -2- November 25, 1996
We have examined (i) the Registration Statement, (ii) the form of
Junior Subordinated Indenture (an "Indenture") between Chase and The Bank of
New York, as Debenture Trustee (the "Debenture Trustee"), as filed as an
exhibit to the Registration Statement, pursuant to which the Debentures, are to
be issued and (iii) the forms of Guarantee Agreement (the "Guarantee
Agreements" and each a "Guarantee Agreement") to be executed by Chase and The
Bank of New York, as Guarantee Trustee (the "Guarantee Trustee"), as filed as
an exhibit to the Registration Statement. In addition, we have examined, and
have relied as to matters of fact upon, originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records,
agreements, documents and other instruments and such certificates or
comparable documents of public officials and of officers and representatives
of Chase, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, 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 latter documents. We have also assumed
that the Registration Statement, and any applicable amendments thereto
(including post-effective amendments), will have become effective under the Act
at the time of issuance, offering and sale of any such Preferred Securities,
Debentures or Guarantees.
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The Chase Manhattan Corporation -3- November 25, 1996
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. With respect to the Debentures to be issued under an
Indenture, when (i) such Indenture has been duly authorized and validly
executed and delivered by Chase and by the Debenture Trustee, (ii) the
Board of Directors of Chase (the "Board") has taken all necessary
corporate action to approve the issuance and specific terms of such
Debentures, and (iii) such Debentures have been duly executed,
authenticated, issued and delivered in accordance with the provisions of
such Indenture upon payment of the consideration therefor as contemplated
by the Registration Statement, such Debentures will constitute valid and
legally binding obligations of Chase, enforceable against Chase in
accordance with their terms.
2. With respect to the Guarantee to be issued under each
Guarantee Agreement, when (i) such Guarantee Agreement has been duly
authorized and validly executed and delivered by Chase and by the
Guarantee Trustee, (ii) the Board has taken all necessary corporate action
to approve the issuance and specific terms of such Guarantee and (iii)
such Guarantee, has been duly executed, authenticated, issued and
delivered in accordance with the provisions of such Guarantee Agreement,
such Guarantee will constitute a valid and legally binding obligation of
Chase, enforceable against Chase in accordance with its terms.
Our opinions set forth in paragraphs 1 and 2 above are subject
to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of
good faith and fair dealing.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law.
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The Chase Manhattan Corporation -4- November 25, 1996
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the reference to us under the caption
"Validity of Securities" in the Prospectus and Prospectus Supplement forming a
part of the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
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SIMPSON THACHER & BARTLETT