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EXHIBIT 5.2
[Letterhead of Morris, James, Hitchens & Williams]
June 4, 1998
AmerUs Capital II
c/o AmerUs Life Holdings, Inc.
699 Walnut Street
Des Moines, Iowa 50309-3948
Re: AmerUs Capital II
Ladies and Gentlemen:
We have acted as special Delaware counsel for AmerUs Capital II, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. This opinion is being furnished to you at your request.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies
furnished to us of the following:
(a) The Trust Agreement of the Trust, dated as of April 14, 1998,
between AmerUs Life Holdings, Inc., an Iowa corporation (the "Company"), and the
trustee of the Trust named therein;
(b) The Certificate of Trust of the Trust, as filed in the office of
the Secretary of State of the State of Delaware (the "Secretary of State") on
April 14, 1998 (the "Certificate");
(c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a prospectus supplement (the "Prospectus")
relating to the Adjustable Conversion-rate Equity Security Units ("Units") of
the Company, which Units include the __% Quarterly Income Preferred Securities
of the Trust representing preferred undivided beneficial
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interests in the assets of the Trust (each _% Quarterly Income Preferred
Security of the Trust is herein referred to as a "Capital Security", and
collectively, the "Capital Securities"), as proposed to be filed by the
Company, the Trust and others as set forth therein with the Securities and
Exchange Commission on or about June 5, 1998;
(d) A form of Amended and Restated Declaration of Trust, to be entered
into among the Company, as Sponsor, the trustees of the Trust named therein, and
the holders, from time to time, of undivided beneficial interests in the assets
of the Trust (including Annex I, Exhibit A-1 and Exhibit A-2 thereto) (the
"Declaration"), attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated June 4, 1998,
obtained from the Secretary of State.
Unless otherwise defined herein, all capitalized terms used in this
opinion letter shall have the respective meanings provided in the Declaration,
except that reference herein to any document shall mean such document as in
effect on the date hereof.
For the purposes of this opinion letter, 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, (iii) the genuineness of all signatures, and (iv) such documents
submitted to us in final or execution form have not been and will not be altered
or amended in any respect material to our opinions as expressed in this letter
and conform in all material respects to the final, executed originals of such
documents.
For purposes of this opinion letter, we have assumed (i) that the
Declaration constitutes the entire agreement among the parties thereto with
respect to the creation, operation, and termination of the Trust, and that the
Declaration and the Certificate are in full force and effect and have not been
amended, (ii) that there are no proceedings, pending or contemplated, for the
merger, consolidation, liquidation, dissolution or termination of the Trust,
(iii) except to the
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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, (iv) the legal capacity of
each natural person who is a party to the documents examined by us, (v) 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,
(vi) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vii) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Securities Holders") of an appropriate certificate for such Capital
Security, and the payment for the Capital Security acquired by it, in accordance
with the Declaration and the Registration Statement, and (viii) that the Capital
Securities are issued to the Capital Securities Holders in accordance with the
Declaration and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
The opinions in this letter are 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.
Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:
1. The Trust has been duly formed 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 Capital 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 Capital Securities 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 Capital Securities
Holders may be obligated to make payments as provided in the Declaration.
We consent to the filing of this opinion letter 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 "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
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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 letter may not be furnished or quoted to, or relied upon by, any other
Person for any purpose.
Very truly yours,
/s/ Morris, James, Hitchens & Williams
Morris, James, Hitchens & Williams
RLS/MJO:par