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Exhibit 5.2
POTTER ANDERSON & CORROON
Delaware Trust Building
P.O. Box 951
Wilmington, Delaware 19899
July 24, 1997
Interpool, Inc.
211 College Road East
Princeton, NJ 08540
Re: Interpool Capital Trust
9 7/8% Series B Capital Securities
Ladies and Gentlemen:
We have acted as special Delaware counsel for Interpool Capital
Trust, a Delaware statutory business trust (the "Trust") in connection with the
matters set forth herein and that certain Amended and Restated Declaration of
Trust (the "Declaration") dated as of January 27, 1997, by and among Interpool,
Inc., as Sponsor, Delaware Trust Capital Management, Inc., as Delaware Trustee,
IBJ Schroder Bank & Trust Company, as Property Trustee, and the Regular
Trustees named therein. Initially capitalized terms used herein and not
otherwise defined are used herein as defined in the Declaration.
For purposes of giving the opinions hereinafter set forth, we
have examined only the following documents and have conducted no independent
factual investigations of our own:
1. The Certificate of Trust for the Trust, dated as of
November 25, 1996 (the "Certificate"), as filed in the Office of the Secretary
of State of the State of Delaware (the "Secretary of State") on November 25,
1996;
2. The original declaration of trust of the Trust, dated
as of November 25, 1996, by and between Interpool Inc., as Sponsor, Delaware
Trust Capital Management, Inc., as
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July 24, 1997
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Delaware Trustee and the Regular Trustees named therein (the "Original
Declaration");
3. The Declaration;
4. A Certificate of Good Standing for the Trust, dated as of July 24,
1997, obtained from the Secretary of State; and
5. The Registration Statement on Form S-4 (the "Registration
Statement"), including a prospectus with respect to the Trust (the
"Prospectus"), relating to, among other things, an Exchange Offer (the
"Exchange Offer") involving the issuance by the Trust of the 9 7/8% Series B
Capital Securities of the Trust representing preferred, undivided beneficial
interests in the assets of the Trust (each, a "New Capital Security" and
collectively, the "New Capital Securities"), to be offered in exchange for the
presently outstanding 9 7/8% Series A Capital Securities of the Trust (the "Old
Capital Securities"), filed by the Sponsor and the Trust with the Securities and
Exchange Commission.
As to certain facts material to the opinions expressed herein, we have
relied upon the representations and warranties contained in the documents
examined by us all of which we have assumed to be true, complete and accurate
in all material respects. The documents referred to in paragraphs 1, 2, 3 and 5
above are hereinafter collectively referred to as the "Agreements."
Based upon the foregoing, and upon an examination of such questions of
law 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 Business Trust Act.
2. The New Capital Securities, upon issuance pursuant to the Exchange
Offer, will represent valid, and, subject to the qualifications set forth in
number 3 below, fully paid and non-assessable undivided beneficial interests in
the assets of the Trust.
3. The Holders of New Capital Securities, as beneficial owners of New
Capital Securities of the Trust, will be entitled to the same limitation of
personal liability
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July 24, 1997
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extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware, except that the Holders of
New Capital Securities may be obligated to (a) provide indemnity and/or
security in connection with and pay taxes or governmental charges arising from
transfers or exchanges of certificates representing New Capital Securities and
the issuance of replacement certificates representing New Capital Securities,
(b) provide security or indemnity in connection with requests of or directions
to the Property Trustee to exercise its rights and powers under the
Declaration, and (c) provide indemnity in connection with violations of the
Declaration or Federal or state securities laws arising from transfers or
exchanges of certificates representing New Capital Securities and the issuance
of replacement certificates representing New Capital Securities.
All of the foregoing opinions contained herein are subject to the
following assumptions, qualifications, limitations and exceptions:
a. The foregoing opinions are limited to the laws of the State
of Delaware presently in effect, excluding the securities laws thereof. We have
not considered and express no opinion on the laws of any other jurisdiction,
including, without limitation, federal laws and rules and regulations relating
thereto.
b. We have assumed the due execution and delivery by each
party listed as a party to each document examined by us. We have assumed
further the due authorization by each party thereto (exclusive of the Trust) of
each document examined by us, and that each of such parties (exclusive of the
Trust) has the full corporate, or trust or banking, power, authority, and legal
right to execute, deliver and perform each such document. We also have assumed
that each of the parties to each of the Agreements (exclusive of the Trust and
the Regular Trustees) is a corporation, bank, national banking association or
trust company, validly existing and in good standing under the laws of their
respective jurisdictions of organization and that the Agreements to which they
are a party do not result in the breach of the terms of, and do not contravene
their respective constituent documents, any contractual restriction binding on
them or any law, rule or regulation applicable to them. In addition, we have
assumed the legal capacity of any natural persons who are parties to any of the
documents examined by us.
c. We have assumed that all signatures on documents examined
by us are genuine, that all documents
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July 24, 1997
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submitted to us as originals are authentic and that all documents submitted to
us as copies conform with the originals.
d. We have assumed that the Original Declaration and the
Declaration collectively, constitute the entire agreement among each of the
respective parties thereto with respect to the subject matter thereof, including
with respect to the creation, operation, dissolution and winding up of the Trust
and that the Declaration and the Certificate are in full force and effect.
e. We have assumed that no event set forth in Article 8 of
the Declaration has occurred.
f. We have assumed that the New Capital Securities will be
issued and exchanged in accordance with the Declaration and the Prospectus. We
have further assumed the receipt of each Person to whom a New Capital Security
is to be issued by the Trust of a certificate for such New Capital Security and
the exchange by it of an equivalent liquidation amount of Old Capital
Securities in accordance with the Declaration and the Prospectus.
g. We note that we have not participated in the preparation,
and do not assume responsibility for the contents, of the Registration
Statement or the Prospectus.
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.
Very truly yours,
/s/ Potter Anderson & Corroon