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EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger]
July 1, 1997
National Commerce Capital Trust I
c/o National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
Re: National Commerce Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for National Commerce Capital
Trust I, 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 March 14, 1997
(the "Certificate"), as filed in the office of the Secretary of
State of the State of Delaware (the "Secretary of State") on
March 14, 1997;
(b) The Declaration of Trust of the Trust, dated as of March 14,
1997, as amended and restated by the Amended and Restated
Declaration of Trust of the Trust, dated as of March 27, 1997
(including Exhibits A-1 and A-2 thereto) (collectively, the
"Declaration"), among National Commerce Bancorporation, a
Tennessee corporation (the "Company"), as Sponsor, the trustees
of the Trust named therein (collectively, the
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July 1, 1997
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"Trustees") and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust;
(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 Floating Rate
Capital Trust Pass-through Securities 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 July 1,
1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.
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 Declaration
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 Declaration 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
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July 1, 1997
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documents examined by us, (vi) the receipt by each Person to whom an Exchange
Security is to be used 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 with the Declaration and the Prospectus,
and (vii) that the Exchange Securities are issued and sold to the Security
Holders in accordance with the Declaration 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 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 Declaration.
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 Matters" 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,
/s/ Richards, Layton & Finger