EXHIBIT 5.3
September 19, 2002
The Detroit Edison Company
2000 2nd Avenue
Detroit, Michigan 48226-1279
Re: Detroit Edison Trust II
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Detroit
Edison Company, a Michigan corporation (the "Company"), and Detroit Edison Trust
II, 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 (the "Certificate"),
as filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on July 25, 2002;
(b) The Trust Agreement of the Trust, dated as of July 23,
2002, among the Company and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement")
on Form S-3, including a prospectus (the "Prospectus"), relating to the Trust
Preferred Securities of the Trust representing undivided beneficial interests in
the assets of the Trust (each, a "Security" and collectively, the "Securities"),
as proposed to be filed by the Company, the Trust and others with the Securities
and Exchange Commission on or about September 20, 2002;
(d) A form of Amended and Restated Trust Agreement of the
Trust (including Exhibits A, A-1 and A-2 thereto) (the "Trust Agreement"), to be
entered into among the Company, the trustees of the Trust named therein, and the
holders, from time to time, of
The Detroit Edison Company
September 19, 2002
Page 2
undivided beneficial interests in the assets of the Trust, filed as an exhibit
to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated
September 19, 2002, obtained from the Secretary of State.
Initially 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 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 Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or 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 creation, organization or formation, (iii) the legal
capacity of natural persons who are signatories 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 Security is to be issued by the Trust (collectively, the "Holders") of a
certificate in the form attached as Exhibit A-1 to the Trust Agreement
evidencing ownership of such Security in the name of such Person and the payment
for the Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, and (vii) that the Securities are issued and sold to the
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration
The Detroit Edison Company
September 19, 2002
Page 3
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 thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that 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. 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 Securities 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 the Trust.
3. The 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. We note that the 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/ Richards, Layton & Finger, P.A.
WAY/TJH/rmc