[PAUL, WEISS, RIFKIND, WHARTON & GARRISON LETTERHEAD]
EXHIBIT 5.2
March 4, 1997
Integon Corporation
500 West Fifth Street
Winston-Salem, North Carolina 27152
Integon Capital I
c/o Integon Corporation
500 West Fifth Street
Winston-Salem, North Carolina 27152
Ladies and Gentlemen:
We have acted as counsel to Integon Corporation, a Delaware
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission (the "SEC") of a Registration Statement
on Form S-4 (the "Registration Statement") by the Company and Integon Capital I,
a Delaware statutory business trust (the "Trust"), pursuant to the Securities
Act of 1933, as amended, and the rules and regulations thereunder (the "Act").
The Registration Statement relates to the Trust's $100,000,000 aggregate
Liquidation Amount of 10 3/4% Capital Securities, Series B, having a Liquidation
Amount of $1,000 per Capital Security (the "Exchange Capital Securities"), the
Company's
Integon Corporation
Integon Capital I 2
10 3/4% Junior Subordinated Deferrable Interest Debentures, Series B (the
"Exchange Junior Subordinated Debentures"), and the Company's Guarantee with
respect to the Exchange Capital Securities (the "Exchange Guarantee") to be
executed and delivered by the Company for the benefit of the holders from time
to time of the Exchange Capital Securities. In connection with the Registration
Statement, we have been requested to render our opinion as to the validity of
the Exchange Junior Subordinated Debentures and the Exchange Guarantee.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Registration Statement.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Documents"):
1. The Amended and Restated Trust Agreement of the Trust, dated as
of February 10, 1997, among the Company, First Union National Bank of North
Carolina ("First Union"), as property trustee, First Union Bank of Delaware, as
Delaware trustee, the administrators of the Trust and the several holders of the
Capital Securities;
2. The Junior Subordinated Indenture (the "Indenture"), dated as of
February 10, 1997, between the Company and First Union, as indenture trustee;
Integon Corporation
Integon Capital I 3
3. The Guarantee Agreement (the "Guarantee Agreement"), dated as of
February 10, 1997, between the Company and First Union, as guarantee trustee;
4. The Expense Agreement, dated as of February 10, 1997, between the
Company and the Trust;
5. A specimen of the Exchange Junior Subordinated Debentures
furnished to us by the Company;
6. A specimen of the Outstanding Junior Subordinated Debentures
furnished to us by the Company; and
7. The Exchange and Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of February 10, 1997, among the
Company, the Trust, Goldman, Sachs & Co., Deutsche Morgan Grenfell Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated as initial purchasers.
In addition, we have examined such corporate records and other
instruments as we have deemed necessary or appropriate, including the
certificate of incorporation and by-laws, of the Company and such other
certificates, agreements and documents as we have deemed relevant and necessary
as a basis for the opinions hereinafter expressed.
In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures other than
signatures of the Company contained in the Documents, the authenticity of all
Integon Corporation
Integon Capital I 4
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as certified, photostatic, reproduced or
conformed copies of valid existing agreements and other documents, the
authenticity of all such latter documents and the legal capacity of all
individuals who have executed any of the documents.
In expressing the opinions set forth herein, we have assumed that the
Exchange Junior Subordinated Debentures will be in the form of the Specimen
Exchange Junior Subordinated Debenture and that any information omitted from
such form and indicated as such by a blank space has been properly added.
The opinions expressed herein are limited to the laws of the State of
New York, the federal laws of the United States and the General Corporation Law
of the State of Delaware. Please be advised that no member of this firm is
admitted to practice in the State of Delaware. Our opinion is rendered only
with respect to the laws, and the rules, regulations and orders thereunder,
which are currently in effect.
Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth herein, we are of the opinion that the Exchange
Junior Subordinated Debentures and the Exchange Guarantee have been duly
authorized by all necessary corporate action of the Company and, assuming (i)
the Exchange Junior Subordinated Debentures are issued and delivered in
accordance with the terms of the Indenture and (ii) the Exchange Junior
Subordinated Debentures are issued and
Integon Corporation
Integon Capital I 5
delivered and the Exchange Guarantee is delivered in accordance with the terms
and conditions of the Registration Rights Agreement as contemplated by the
Registration Statement, the Exchange Junior Subordinated Debentures and the
Exchange Guarantee will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as
enforceability thereof may be subject to (a) bankruptcy, insolvency, fraudulent
conveyance or transfer, reorganization, moratorium or other similar laws now or
hereafter in effect affecting creditors' rights generally and (b) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and will be entitled to the benefits of the
Indenture and the Guarantee Agreement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Securities" in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON