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EXHIBIT 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER]
AICI Capital Trust
c/o Acceptance Insurance Companies Inc.
222 S. 15th Street, Suite 600 North
Omaha, Nebraska 68102
Re: AICI Capital Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for Acceptance Insurance
Companies Inc., a Delaware corporation (the "Company"), and AICI Capital Trust,
a Delaware business 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, dated as June 5, 1997 (the
"Certificate"), as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on June 5, 1997;
(b) The Trust Agreement of the Trust, dated as of June 5, 1997,
between the Company and the trustee of the Trust named therein;
(c) Amendment No. 2 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus with respect to the
Trust (the "Prospectus"), relating to the Preferred Securities of the Trust
representing preferred undivided beneficial interests in the assets of the
Trust (each, a "Preferred Security" and collectively, the
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July 29, 1997
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"Preferred Securities"), filed by the Company and the Trust with the Securities
and Exchange Commission on or about July 29, 1997;
(d) A form of Amended and Restated Trust Agreement of the Trust, dated
as of ______, 1997 (including Exhibits C and D thereto), among the Company, the
trustees of the Trust named therein, and the holders, from time to time, of the
undivided beneficial interests in the assets of the Trust (the "Trust
Agreement") attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated July 29, 1997,
obtained from the Secretary of State.
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, due formation or
due organization, 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, formation or organization, (iii) the legal capacity of
natural person 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)
that each of the parties to the documents examined by us has duly authorized,
executed and delivered the documents examined by us, (vi) the receipt by each
Person to whom a Preferred Security is to be issued by the Trust (collectively,
the "Preferred Security Holders") of a certificate evidencing
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the Preferred Security (a "Preferred Security Certificate") and the payment for
the Preferred Security acquired by it, in accordance with the Trust Agreement
and as described in the Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and as described in 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 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 business trust under the Delaware Business Trust Act, 12 Del C.
Section 3801, et seq.
2. The Preferred Securties to be issued to the Preferred Security
Holders have been duly authorized by Trust Agreement and will be duly and
validly issued 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 Preferred Security 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 Preferred Security
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. We hereby
consent to the use of our name under the heading "Validity of Securities" 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
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prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.
Very truly your,
Richards, Layton & Finger
CDK