Exhibit 5.3C
[Letterhead of Richards, Layton & Finger, P.A.]
August 11, 1999
ACE Capital Trust III
c/o ACE Limited
30 Woodbourne Avenue
Hamilton, HM 08 Bermuda
Re: ACE Capital Trust III
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Ladies and Gentlemen:
We have acted as special Delaware counsel for ACE INA Holdings Inc., a
Delaware corporation (the "Company"), ACE Limited, a Cayman Islands company
limited by shares ("ACE Limited") and ACE Capital Trust 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 as of May 19, 1999
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on May 19, 1999;
(b) The Trust Agreement of the Trust, dated as of May 19, 1999 (the
"Original Trust Agreement"), among ACE Limited and the trustees of the Trust
named therein, as amended by the Assignment and Assumption Agreement and First
Amendment to the Original Trust Agreement, dated as of August 5, 1999, among the
Company, ACE Limited and the trustees of the Trust named therein;
ACE Capital Trust III
August 11, 1999
Page 2
(c) A form of Amended and Restated Trust Agreement of the Trust
(including Exhibits A, C and E, the "Trust Agreement"), to be entered into among
the Company, as depositor, the trustees of the Trust named therein, and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust, attached as an exhibit to the Registration Statement (as defined
below);
(d) The Registration Statement (the "Initial Registration Statement")
on Form S-3 (Registration No. 333-78841), filed by the Trust, the Company and
others with the Securities and Exchange Commission on May 20, 1999, as amended
by Pre-Effective Amendment No. 1 to the Initial Registration Statement, filed
by the Trust, the Company and others with the Securities and Exchange Commission
on August 6, 1999 ("Amendment No. 1"), as further amended by Pre-Effective
Amendment No. 2 to the Initial Registration Statement, as proposed to be filed
by the Trust, the Company and others with the Securities and Exchange Commission
on or about August 11, 1999 ("Amendment No. 2"), including a related
preliminary prospectus (the "Prospectus"), relating to the Preferred Securities
of the Trust representing undivided beneficial interests in the assets of the
Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities") (the Initial Registration Statement as amended by Amendment No. 1
and Amendment No. 2 being hereinafter referred to as the "Registration
Statement"); and
(e) A Certificate of Good Standing for the Trust, dated August 11,
1999, obtained from the Secretary of State.
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 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
ACE Capital Trust III
August 11, 1999
Page 3
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 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 a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
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, (vii) that the Preferred Securities are issued and sold
to the Preferred Security Holders in accordance with the Trust Agreement and the
Registration Statement, and (viii) that Bank One Delaware, Inc. satisfies for
the Trust Section 3807 of the Delaware Business Trust Act. 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 that 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. The Preferred 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.
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August 11, 1999
Page 4
3. 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.
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 Opinions" 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,
Richards, Layton & Finger, P.A.
BJK/DJM