[RICHARDS, LAYTON & FINGER LETTERHEAD]
EXHIBIT 5.1
March 4, 1997
Integon Capital I
c/o Integon Corporation
500 West Fifth Street
Winston-Salem, North Carolina 27152
Re: Integon Capital I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Integon Capital I, a
Delaware statutory 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 January 27, 1997 (the
"Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on January 27,
1997;
(b) The Trust Agreement of the Trust, dated as of January 27, 1997, as
amended and restated by the Amended and Restated Trust Agreement
of the Trust, dated as of February 10, 1997 (including Exhibits B
and D thereto) (collectively, the "Trust Agreement"), among
Integon Corporation, a Delaware corporation (the "Company"), as
Depositor, the trustees of the Trust named therein (collectively,
the "Trustees") and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust;
Integon Capital I
March 4, 1997
Page 2
(c) The Registration Statement (the "Registration Statement") on Form
S-4, including a prospectus with respect to the Company and the
Trust (the "Prospectus"), relating to the 10 3/4% Capital
Securities, Series B, of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each,
an "Exchange Security" and collectively, the "Exchange
Securities"), filed by the Company and the Trust with the
Securities and Exchange Commission; and
(d) A Certificate of Good Standing for the Trust, dated March 4,
1997, hereof, 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 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
an Exchange Security is to be issued by the Trust (collectively, the "Security
Holders") of a certificate for such Exchange Security and the payment for the
Exchange Security acquired by it, in accordance
Integon Capital I
March 4, 1997
Page 3
with the Trust Agreement and the Prospectus, and (vii) that the Exchange
Securities are issued and sold to the Security Holders in accordance with the
Trust Agreement and the Prospectus. We have not participated in the preparation
of the Prospectus 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.
2. When issued and sold, the Exchange 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 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 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. 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 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,
EAM /s/ Richards, Layton & Finger