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EXHIBIT 5.2
July 18, 2000
BVBC Capital Trust I
c/o Blue Valley Ban Corp
11935 Riley
Overland Park, Kansas
66225
Re: BVBC Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel to BVBC Capital Trust I, a
Delaware statutory business trust (the "Trust"), and Blue Valley Ban Corp,
a Kansas corporation ("Blue Valley"), in connection with certain matters
relating to (i) the formation of the Trust and (ii) the proposed issuance by the
Trust of Preferred Securities to beneficial owners pursuant to and as described
in the Registration Statement (and the Prospectus forming a part thereof) on
Form S-1 filed with the Securities and Exchange Commission on April 7, 2000
(the "Registration Statement") relating to the Preferred Securities.
Capitalized terms used herein and not otherwise herein defined are used as
defined in the Amended and Restated Trust Agreement of the Trust in the form
attached as an exhibit to the Registration Statement (the "Governing
Instrument").
In rendering this opinion, we have examined and relied upon copies of
the following documents in the forms provided to us: the Certificate of Trust of
the Trust as filed in the Office of the Secretary of State of the State
of Delaware (the "State Office") on March 30, 2000 (the "Certificate of Trust");
a Trust Agreement of the Trust dated as of March 30, 2000 (the "Original
Governing Instrument"); the Governing Instrument; the Subordinated Indenture to
be entered into between Blue Valley and Wilmington Trust Company, as Trustee;
the Preferred Securities Guarantee Agreement to be entered into between Blue
Valley and Wilmington Trust Company, as Trustee; the form of Underwriting
Agreement relating to the Preferred Securities among Blue Valley, the Trust and
Stifel, Nicolaus & Company (the "Underwriting Agreement"); the Registration
Statement; and a certification of good standing of the Trust obtained as of a
recent date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i)
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July 18, 2000
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the due formation or organization, valid existence and good standing of
each entity (other than the Trust) that is a party to any of the documents
reviewed by us under the laws of the jurisdiction of its respective formation
or organization; (ii) the due authorization, execution and delivery by, or
on behalf of, each of the parties thereto of the above-referenced
documents (including, without limitation, the due authorization, execution and
delivery of the Governing Instrument and the Underwriting Agreement prior to the
first issuance of Preferred Securities); (iii) that no event has occurred
subsequent to the filing of the Certificate of Trust, or will occur prior to the
first issuance of Preferred Securities, that would cause a dissolution or
liquidation of the Trust under the Original Governing Instrument or the
Governing Instrument, as applicable; (iv) that the activities of the Trust have
been and will be conducted in accordance with the Original Governing Instrument
or the Governing Instrument, as applicable, and the Delaware Business Trust Act,
12Del. C. ss.ss. 3801 et seq. (the "Delaware Act"); (v) that payment of
the required consideration for the Preferred Securities has, or prior to the
first issuance of Preferred Securities will have, been made in accordance with
the terms and conditions of the Governing Instrument, the Registration Statement
and the Underwriting Agreement and that the Preferred Securities are
otherwise issued and sold to the Preferred Security Holders in accordance with
the terms, conditions, requirements and procedures set forth in the Governing
Instrument, the Registration Statement and the Underwriting Agreement; and (vi)
that the documents examined by us are in full force and effect, express the
entire understanding of the parties thereto with respect to the subject matter
thereof and have not been amended, supplemented or otherwise modified, except
as herein referenced. We have not reviewed any documents other than those
identified above in connection with this opinion, and we have assumed that there
are no other documents that are contrary to or inconsistent with the opinions
expressed herein. Further, we express no opinion with respect to, and assume
no responsibility for the contents of, the Registration Statement or any
other offering material relating to the Preferred Securities. No opinion is
expressed herein with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. As to any fact material to our
opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and on the accuracy, as of the
date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly formed and validly existing business trust
in good standing under the laws of the State of Delaware.
2. Upon issuance, the Preferred Securities will constitute validly
issued and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable beneficial interests in the assets of the Trust.
3, Under the Delaware Act and the terms of the Governing
Instrument, each Preferred Security Holder of the Trust, in such capacity, will
be entitled to the same limitation of personal liability as that extended to
stockholders of private corporations for profit organized
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under the General Corporation Law of the State of Delaware; provided, however,
we express no opinion with respect to the liability of any Preferred
Security Holder who is, was or may become a named Trustee of the Trust.
Notwithstanding the foregoing, we note that, pursuant to the Governing
Instrument, Preferred Security Holders may be obligated to make payments or
provide indemnity or security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and reference to our opinion
under the heading "LEGAL MATTERS" in the Prospectus forming a part thereof.
In giving this 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. This opinion speaks only as of the date hereof
and is based on our understandings and assumptions as to present facts, and on
our review of the above-referenced documents and the application of Delaware law
as the same exist as of the date hereof, and we undertake no obligation to
update or supplement this opinion after the date hereof for the benefit of any
person or entity with respect to any facts or circumstances that may hereafter
come to our attention or any changes in facts or law that may hereafter occur or
take effect.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Jonathan I. Lessner
Jonathan I. Lessner