EXHIBIT 5.02
September 25, 1996
Hartford Capital II
c/o ITT Hartford Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
Re: Hartford Capital II
-------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Hartford Capital II, 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 October 25, 1995
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on October 25, 1995;
(b) The Trust Agreement of the Trust, dated as of October 25, 1995,
between ITT Hartford Group, Inc., a Delaware corporation ("ITT Hartford"), and
the trustees of the Trust named therein;
(c) The Registration Statement on Form S-3 and Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (No. 33-98014)
(collectively, the "Registration Statement"), including a preliminary prospectus
(the "Prospectus"),
Hartford Capital II
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 2
relating to the ____% Cumulative Quarterly Income Preferred Securities of the
Trust, Series A, representing preferred undivided beneficial interests in the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as filed by ITT Hartford, the Trust and others as set forth
therein with the Securities and Exchange Commission;
(d) A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among ITT Hartford, the trustees of the Trust named therein, and
the holders, from time to time, of undivided beneficial interests in the Trust
(the "Trust Agreement"), attached as an exhibit to the Registration Statement;
and
(e) A Certificate of Good Standing for the Trust, dated August 12,
1996, 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 above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or 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 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
Hartford Capital II
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 3
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 Preferred Security is to be issued by
the Trust (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreement and
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 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 which 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 issuance and sale by the Trust of the Series A Preferred
Securities has been duly authorized by all necessary action on the part of the
Trust.
3. The Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 4 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust and will be entitled
to the benefits provided by the Trust Agreement.
4. 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.
Hartford Capital II
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 4
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
EAM/JLJ/aet
September 25, 1996
Hartford Capital III
c/o ITT Hartford Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
Re: Hartford Capital III
--------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Hartford Capital III, 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 October 25, 1995
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on October 25, 1995;
(b) The Trust Agreement of the Trust, dated as of October 25, 1995,
between ITT Hartford Group, Inc., a Delaware corporation ("ITT Hartford"), and
the trustees of the Trust named therein;
(c) The Registration Statement on Form S-3 and Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (No. 33-98014)
(collectively, the "Registration Statement"), including a preliminary prospectus
(the "Prospectus"),
Hartford Capital III
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 2
relating to the ____% Cumulative Quarterly Income Preferred Securities of the
Trust, Series A, representing preferred undivided beneficial interests in the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as filed by ITT Hartford, the Trust and others as set forth
therein with the Securities and Exchange Commission;
(d) A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among ITT Hartford, the trustees of the Trust named therein, and
the holders, from time to time, of undivided beneficial interests in the Trust
(the "Trust Agreement"), attached as an exhibit to the Registration Statement;
and
(e) A Certificate of Good Standing for the Trust, dated August 12,
1996, 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 above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or 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 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
Hartford Capital III
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 3
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 Preferred Security is to be issued by
the Trust (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreement and
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 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 which 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 issuance and sale by the Trust of the Series A Preferred
Securities has been duly authorized by all necessary action on the part of the
Trust.
3. The Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 4 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust and will be entitled
to the benefits provided by the Trust Agreement.
4. 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.
Hartford Capital III
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 4
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
EAM/JLJ/aet
September 25, 1996
Hartford Capital IV
c/o ITT Hartford Group, Inc.
Hartford Plaza
Hartford, Connecticut 06115
Re: Hartford Capital IV
-------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for Hartford Capital IV, 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 October 25, 1995
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on October 25, 1995;
(b) The Trust Agreement of the Trust, dated as of October 25, 1995,
between ITT Hartford Group, Inc., a Delaware corporation ("ITT Hartford"), and
the trustees of the Trust named therein;
(c) The Registration Statement on Form S-3 and Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (No. 33-98014)
(collectively, the "Registration Statement"), including a preliminary prospectus
(the "Prospectus"),
Hartford Capital IV
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 2
relating to the ____% Cumulative Quarterly Income Preferred Securities of the
Trust, Series A, representing preferred undivided beneficial interests in the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), as filed by ITT Hartford, the Trust and others as set forth
therein with the Securities and Exchange Commission;
(d) A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among ITT Hartford, the trustees of the Trust named therein, and
the holders, from time to time, of undivided beneficial interests in the Trust
(the "Trust Agreement"), attached as an exhibit to the Registration Statement;
and
(e) A Certificate of Good Standing for the Trust, dated August 12,
1996, 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 above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or 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 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
Hartford Capital IV
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 3
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 Preferred Security is to be issued by
the Trust (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreement and
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 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 which 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 issuance and sale by the Trust of the Series A Preferred
Securities has been duly authorized by all necessary action on the part of the
Trust.
3. The Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 4 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust and will be entitled
to the benefits provided by the Trust Agreement.
4. 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.
Hartford Capital IV
c/o ITT Hartford Group, Inc.
September 25, 1996
Page 4
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
EAM/JLJ/aet