EXHIBIT 5.2
December 19, 2001
Greater Atlantic Capital Trust I
c/o Greater Atlantic Financial Corp.
10700 Parkridge Boulevard
Reston, VA 20191
Re: Greater Atlantic Capital Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Greater Atlantic Financial
Corp., a Delaware corporation ("Company"), and for Greater Atlantic Capital
Trust I, a Delaware statutory business trust (the "Trust"), solely for purposes
of giving the opinions set forth herein. This opinion letter is being furnished
to you at your request.
For purposes of giving the opinions set forth below, our examination of
documents has been limited to the examination of originals or copies furnished
to us of the following:
(a) The Trust Agreement of the Trust, dated as of December 14, 2001,
between the Company and the trustees of the Trust named therein;
(b) The Certificate of Trust of the Trust, as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
December 14, 2001 (the "Certificate of Trust");
(c) A Registration Statement on Form SB-2, to be filed with the
Securities and Exchange Commission on or about December 19, 2001 (the
"Registration Statement") relating to the ___% Cumulative Convertible Trust
Preferred Securities of the Trust, representing undivided beneficial interests
in the assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities");
Greater Atlantic Capital Trust I
December 19, 2001
Page 2
(d) A form of Amended and Restated Trust Agreement of the Trust
(including Exhibits B and D attached thereto) attached as an Exhibit to the
Registration Statement (the "Trust Agreement"); and
(e) A Certificate of Good Standing for the Trust, dated a recent date,
obtained from the Secretary of State.
Unless otherwise defined herein, all capitalized terms used in this
opinion letter shall have the respective meanings provided in the Trust
Agreement, except that reference herein to any document shall mean such document
as in effect on the date hereof.
For the purposes of this opinion letter, 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
bears upon or is inconsistent with or contrary to the opinions stated herein. We
have conducted no 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 letter, we have assumed (i) that the Trust
Agreement will constitute 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 of Trust will be in full force and effect and will not be amended,
(ii) except to the extent provided in paragraph 1 below, the due creation, due
formation or due organization, 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, formation or organization, (iii) the legal
capacity of each natural person who is a party to the documents examined by us,
(iv) that each of the parties to the documents examined by us has all requisite
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 (the "Preferred
Security Holders") of an appropriate certificate for such Preferred Security and
the payment for each Preferred Security acquired by it, all in accordance with
the Trust Agreement and the Registration Statement, and (vii) that the Preferred
Securities
Greater Atlantic Capital Trust I
December 19, 2001
Page 3
are issued 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.
The opinions in this letter are limited to the laws of the State of
Delaware (other than the securities laws of the State of Delaware) and we have
not considered and express no opinion on the effect of or concerning matters
involving the laws of any other jurisdiction, or rules, regulations, orders and
decisions relating to such laws, including, without limitation, the federal laws
of the United States of America.
Based upon the foregoing, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly formed and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
Sections 3801, et seq.
2. The Preferred Securities have been duly authorized by the Trust
pursuant to the Trust Agreement and 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 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 and provide indemnity and/or security
as set forth in the Trust Agreement.
We consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving the
foregoing consent, 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 letter may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.
Very truly yours,
/s/ Morris, James, Hitchens & Williams LLP
RLS/fg