EXHIBIT 5.2
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
May 29, 1997
BankBoston Capital Trust III
BankBoston Corporation
c/o BankBoston Corporation
100 Federal Street
MA BOS 01-25-01
Boston, Massachusetts 02110
Ladies and Gentlemen:
We have acted as special Delaware counsel to
BankBoston Capital Trust III (the "Trust"), a business
trust formed under the Business Trust Act of the State of
Delaware (Chapter 38, Title 12, of the Delaware Code,
12 Del. C. SECTION 3801 et. seq.), and BankBoston Corporation,
a Massachusetts corporation (the "Company"), in connec-
tion with the preparation of the Registration Statement
on Form S-3 filed by the Company and the Trust with the
Securities and Exchange Commission (the "Commission") on
May 16, 1997, and Amendment No. 1 thereto, to be filed
with the Commission on the date hereof (such Registration
Statement, as so amended, being hereinafter referred to
as the "Registration Statement"), with respect to the
registration under the Securities Act of 1933, as amended
(the "Act"), of, among other securities, Capital Securi-
ties (liquidation amount of $1,000 per security) of the
Trust (the "Capital Securities").
The Capital Securities are to be issued pursu-
ant to the Amended and Restated Declaration of Trust of
the Trust (the "Declaration"), among the Company, as
sponsor of the Trust, Robert T. Jefferson, Kathleen M.
McGillycuddy and Craig V. Starble, as administrative
trustees, The Bank of New York, as property trustee (the
"Property Trustee"), and The Bank of New York (Delaware),
as Delaware trustee.
BankBoston Capital Trust III
BankBoston Corporation
May 29, 1997
Page 2
This opinion is being delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Act.
In connection with this opinion, we have exam-
ined originals or copies, certified or otherwise identi-
fied to our satisfaction, of (i) the Registration State-
ment; (ii) the Certificate of Trust of the Trust filed
with the Secretary of State of the State of Delaware on
May 14, 1997; (iii) the form of the Declaration; (iv) the
form of the Capital Securities and a specimen certificate
thereof; and (v) the form of the Purchase Agreement (the
"Purchase Agreement") proposed to be entered into among
the Company, the Trust and the representatives for the
Underwriters named therein (collectively, the "Underwrit-
ers") relating to, among other things, the sale of the
Capital Securities. We have also examined originals or
copies, certified or otherwise identified to our satis-
faction, of such other documents, certificates and re-
cords as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents
of all documents submitted to us as certified or photo-
static copies and the authenticity of the originals of
such copies. In making our examination of documents
executed or to be executed by parties other than the
Trust, we have assumed that such parties had or will have
the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such
documents and the validity and binding effect thereof on
such parties. In addition, we have assumed that the
Declaration and the Capital Securities when executed will
be in substantially the forms reviewed by us. As to any
facts material to the opinions expressed herein which we
did not independently establish or verify, we have relied
upon oral or written statements and representations of
BankBoston Capital Trust III
BankBoston Corporation
May 29, 1997
Page 3
officers, trustees and other representatives of the
Company, the Trust and others.
Members of our firm are admitted to the bar in
the State of Delaware, and we do not express any opinion
as to laws of any other jurisdiction.
Based upon and subject to the foregoing and the
limitations, qualifications, exceptions and assumptions
set forth herein, we are of the opinion that when (i) the
Registration Statement becomes effective; (ii) the Decla-
ration and the Purchase Agreement have been duly executed
and delivered by the parties thereto; (iii) the Declara-
tion has been qualified under the Trust Indenture Act of
1939, as amended; and (iv) the terms of the Capital
Securities have been duly established in accordance with
the Declaration and the Capital Securities have been duly
executed and authenticated in accordance with the Decla-
ration and delivered to and paid for by the Underwriters
as contemplated by the Purchase Agreement, the Capital
Securities will have been duly authorized for issuance by
the Trust and will be validly issued, fully paid and
nonassessable, representing undivided beneficial inter-
ests in the assets of the Trust; and the holders of the
Capital Securities will be entitled to the same limita-
tion of personal liability extended to stockholders of
private corporations for profit organized under the
General Corporation Law of the State of Delaware. We
bring to your attention, however, that the holders of the
Capital Securities may be obligated, pursuant to the
Declaration, to (i) provide indemnity and/or security in
connection with, and pay taxes or governmental charges
arising from, transfers of Capital Securities and the
issuance of replacement Capital Securities and (ii)
provide security and indemnity in connection with re-
quests of or directions to the Property Trustee to exer-
cise its rights and powers under the Declaration.
BankBoston Capital Trust III
BankBoston Corporation
May 29, 1997
Page 4
We hereby consent to the use of our name under
the heading "Validity of Securities" in the prospectus
which forms a part of the Registration Statement. We
also hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration State-
ment. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent
is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise you of any subsequent
changes in the facts stated or assumed herein or of any
subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP