EXHIBIT 5.1
[Letterhead of Shearman & Sterling LLP]
September 3, 2003
Board of Directors
Delphi Corporation
5725 Delphi Drive
Troy, Michigan 48098
Delphi Corporation
We have acted as counsel for Delphi Corporation (the "Company") in
connection with the preparation of a registration statement on Form S-3 (as it
may be amended or supplemented from time to time, the "Registration Statement")
being filed with the Securities and Exchange Commission by the Company and
Delphi Trust I, Delphi Trust II, Delphi Trust III and Delphi Trust IV, each a
statutory trust formed under the laws of the State of Delaware (each a "Trust"
and collectively, the "Trusts"). The Registration Statement relates to the
issuance and sale from time to time, pursuant to Rule 415 of the General Rules
and Regulations promulgated under the Securities Act of 1933, as amended, of the
following securities in one or more series:
(i) debt securities of the Company ("Debt Securities");
(ii) shares of the Company's common stock, par value $0.01 per
share ("Common Stock"), which include rights to purchase the
Company's Series A Junior Preferred Stock;
(iii) shares of the Company's preferred stock, par value $0.10 per
share ("Preferred Stock");
(iv) warrants of the Company ("Warrants") to purchase Debt
Securities, Preferred Stock or Common Stock;
(v) purchase contracts ("Purchase Contracts"), including contracts
obligating holders to purchase from the Company, and
obligating the Company to sell to the holders, a specified
number of shares of Common Stock, Preferred Stock or other
securities at a future date or dates;
(vi) units of the Company ("Units") comprised of any combination of
the following: Purchase Contracts, Warrants, Debt Securities,
Preferred Stock and Common Stock and debt securities or debt
obligations of third parties;
(vii) depositary shares (the "Depositary Shares") representing
fractional interests in shares of Preferred Stock;
(viii) trust preferred securities ("Trust Preferred Securities") of
the Trusts; and
(ix) guarantees ("Trust Guarantees") by the Company related to the
Trust Preferred Securities.
The Debt Securities, Common Stock, Preferred Stock, Warrants, Purchase
Contracts, Units, Depositary Shares, Trust Preferred Securities and Trust
Guarantees are collectively referred to herein as the "Securities."
The Debt Securities, if any, will be issued as either (a) senior
indebtedness of the Company under an indenture dated as of April 28, 1999,
between Delphi Corporation, and Bank One Trust Company, N.A., formerly known as
The First National Bank of Chicago, as trustee (as amended or supplemented as of
the date hereof, the "Senior Indenture") or (b) subordinated indebtedness of the
Company under a subordinated indenture (the "Subordinated Indenture"), to be
entered into between the Company and Bank One Trust Company, N.A., as trustee.
The Warrants, if any, will be issued under one or more warrant
agreements to be entered into among the Company, a bank or trust company, as
warrant agent, and the holders from time to time of the Warrants (each such
warrant agreement, a "Warrant Agreement").
The Purchase Contracts and Units, if any, will be issued under one or
more unit agreements to be entered into among the Company, a bank or trust
company, as unit agent, and the holders from time to time of the Units (each
such unit agreement, a "Unit Agreement").
Depositary Shares representing fractional interests in shares of
Preferred Stock will be issued under one or more deposit agreements to be
entered into among the Company, a bank or trust company, as depositary, and the
holders from time to time of depositary receipts issued thereunder (each such
deposit agreement, a "Deposit Agreement").
The Trust Preferred Securities, if any, will be issued under amended
and restated declarations of trust (each such amended and restated declaration
of trust, a "Declaration of Trust") to be entered into among the Company and the
trustees named therein.
The Trust Guarantees, if any, will be issued under guarantee agreements
(each such guarantee agreement, a Guarantee Agreement") to be entered into
between the Company and Bank One Trust Company, N.A., as guarantee trustee.
In our capacity as counsel to the Company, we have examined the
Registration Statement and the originals, or copies identified to our
satisfaction, of such corporate records of Delphi, and other persons, and such
other documents, agreements and instruments as we have deemed necessary as the
basis for the opinion hereinafter expressed.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company and others.
Our opinion set forth below is limited to the law of the State of New
York, the General Corporation Law of the State of Delaware and the federal laws
of the United States and we do not express any opinion herein concerning any
other laws.
(i) when the Subordinated Indenture has been duly executed and
delivered, any supplemental indentures to the Indentures have been duly
authorized, executed and delivered by the Company in accordance with
the provisions of the applicable Indenture and the Debt Securities have
been duly authorized, executed, authenticated and/or countersigned and
issued in accordance with the provisions of the applicable Indenture
and duly delivered to, and paid for by, the purchasers thereof, the
Debt Securities will have been validly issued and will constitute valid
and binding obligations of the Company, enforceable in accordance with
their terms;
(ii) when the Warrant Agreements, Purchase Contracts, Unit
Agreements and all other instruments or agreements pursuant to which
the Securities comprising the Units are issued have been duly
authorized, executed and delivered by the Company and the Warrants, the
Purchase Contracts, the Units and any other Securities comprising such
Units have been duly authorized, executed, authenticated and/or
countersigned, if applicable, and issued in accordance with their terms
and/or the provisions of the Warrant Agreement, the Unit Agreement
and/or any other instruments or agreements pursuant to which the
Securities comprising the Units are issued, and duly delivered to, and
paid for, by the purchasers thereof, the Warrants, the Purchase
Contracts and the Units will have been validly issued and will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms;
(iii) when a series of Preferred Stock has been duly
authorized, a certificate of designations has been filed with the
Secretary of State of the State of Delaware establishing the terms of
the series of Preferred Stock and certificates representing the shares
of Preferred Stock are duly executed, countersigned, registered and
delivered upon payment by the purchasers thereof, such shares of
Preferred Stock will be duly and validly issued, fully paid and
nonassessable, assuming that a sufficient number of shares of Preferred
Stock are authorized and available for issuance and that the
consideration therefor is not less than the par value of the shares of
Preferred Stock;
(iv) when the Deposit Agreement has been duly authorized,
executed and delivered by the Company and when the Depositary Shares
have been duly issued in accordance with the provisions of the Deposit
Agreement and paid for by the purchasers thereof in the manner and on
the terms described in the Registration Statement (after it is declared
effective), such Depositary Shares will represent legal and valid
interests in the corresponding shares of Preferred Stock;
(v) when the issuance of shares of Common Stock has been duly
authorized and certificates representing the shares of the Common Stock
are duly executed, countersigned, registered and delivered upon payment
by the purchasers thereof, such shares of Common Stock will be duly and
validly issued, fully paid and nonassessable, assuming that a
sufficient number of shares of Common Stock are authorized and
available for issuance and that the consideration therefor is not less
than the par value of the shares of Common Stock; and
(vi) when Trust Preferred Securities and the related Guarantee
and Guarantee Agreement have been duly authorized, such Trust Preferred
Securities have been duly executed, issued and delivered against
payment therefor, and such Guarantee has been duly executed and
delivered by the Company in accordance with its terms, such Guarantee
will constitute a valid and binding agreement of the Company,
enforceable in accordance with its terms.
In rendering this opinion, we have assumed the due authorization,
execution and delivery of the Indentures, the Warrant Agreements, the Unit
Agreements, the Purchase Contracts, the Deposit Agreements, the Guarantee
Agreements, the Securities, as applicable, and all other instruments or
agreements by all parties thereto other than the Company. Any opinion expressed
herein as to enforceability is qualified in that such enforceability may be
limited by applicable bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or similar
laws affecting the enforceability of creditors' rights generally or by general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).
For purposes of the relevant opinions above, we have assumed that (i)
the Trust Preferred Securities will have been validly issued and will be fully
paid and non-assessable and (ii) the Declaration of Trust of each Trust has been
duly authorized, executed and delivered by, and constitutes a valid, binding and
enforceable obligation of, the parties thereto and that the Trusts have been
duly organized and are validly existing in good standing as statutory trusts
under Delaware law.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters." By giving our consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations issued or promulgated thereunder.
Yours truly,
/s/ Shearman & Sterling LLP