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Exhibit 5.3
[ RICHARDS, LAYTON & FINGER, PA LETTERHEAD ]
June 19, 1998
Aetna Capital Trust I
Aetna Capital Trust II
Aetna Capital Trust III
Aetna Capital Trust IV
c/o Aetna, Inc.
151 Farmington Avenue
Hartford, Connecticut 06156
Re: Aetna Capital Trust I, Aetna Capital Trust II, Aetna Capital
Trust III and Aetna Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for Aetna Services, Inc.,
a Connecticut corporation (the "Company"), Aetna Inc., a Connecticut
corporation ("Aetna"), Aetna Capital Trust I, a Delaware business trust ("Trust
I"), Aetna Capital Trust II, a Delaware business trust ("Trust II"), Aetna
Capital Trust III, a Delaware business trust ("Trust III"), and Aetna Capital
Trust IV, a Delaware business trust ("Trust IV")(Trust I, Trust II, Trust III
and Trust IV are hereinafter collectively referred to as the "Trusts") 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 Trust I, dated May 7, 1998, as filed
with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on May 7, 1998;
(b) The Certificate of Trust of Trust II, dated May 7, 1998, as
filed with the office of the Secretary of State on May 7, 1998;
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Aetna Capital Trust I
Aetna Capital Trust II
Aetna Capital Trust III
Aetna Capital Trust IV
June 19, 1998
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(c) The Certificate of Trust of Trust III, dated May 7, 1998, as
filed with the office of the Secretary of State on May 7, 1998;
(d) The Certificate of Trust of Trust IV, dated May 7, 1998, as
filed with the office of the Secretary of State on May 7, 1998;
(e) The Declaration of Trust of Trust I, dated as of May 7, 1998,
among the Company, Aetna and the trustees of Trust I named therein;
(f) The Declaration of Trust of Trust II, dated as of May 7, 1998,
among the Company, Aetna and the trustees of Trust II named therein;
(g) The Declaration of Trust of Trust III, dated as of May 7, 1998,
among the Company, Aetna and the trustees of Trust III named therein;
(h) The Declaration of Trust of Trust IV, dated as of May 7, 1998,
among the Company, Aetna and the trustees of Trust IV named therein;
(i) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus with respect to the
Trusts (the "Prospectus"), relating to the Preferred Securities of each of the
Trusts representing preferred undivided beneficial interests in the assets of
such Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), filed by the Company, Aetna and the Trusts with the Securities and
Exchange Commission on or about June 19, 1998;
(j) A form of Amended and Restated Declaration of Trust of each of
the Trusts, to be entered into between the Company, Aetna, the trustees of the
applicable Trust named therein, and the holders, from time to time, of the
undivided beneficial interests in the assets of such Trust (including the
exhibits thereto) (the "Declaration"), attached as an exhibit to the
Registration Statement; and
(k) A Certificate of Good Standing for each of the Trusts, dated
June 19, 1998, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Declarations.
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Aetna Capital Trust I
Aetna Capital Trust II
Aetna Capital Trust III
Aetna Capital Trust IV
June 19, 1998
Page 3
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (k) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (k) 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 each
Declaration constitutes 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 applicable Trust, and that each Declaration and
each Certificate of Trust are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the applicable Trust (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
applicable Declaration and the Registration Statement, and (vii) that the
Preferred Securities are issued and sold to the Preferred Security Holders in
accordance with the applicable Declaration and the Registration Statement. 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 the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating
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Aetna Capital Trust I
Aetna Capital Trust II
Aetna Capital Trust III
Aetna Capital Trust IV
June 19, 1998
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thereto. Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
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. Each of the Trusts has been duly created and is validly existing
in good standing as a business trust under the Delaware Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of such Trust.
3. The Preferred Security Holders, as beneficial owners of the
applicable 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. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the
applicable Declaration.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Validity of the Securities" in
the Prospectus. In giving the foregoing consent, 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,
CDK
/s/ Richards, Layton & Finger, PA