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Exhibit 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE RODNEY SQUARE
WILMINGTON, DELAWARE 19899-0636
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TEL: (302) 651-3001
FAX: (302) 651-3005
July 23, 1997
ML Capital Trust I
ML Bancorp, Inc.
c/o ML Bancorp, Inc.
Two Aldwyn Center
Lancaster Avenue & Route 320
Villanova, Pennsylvania 19085
Ladies and Gentlemen:
We have acted as special counsel to ML Bancorp, Inc., a
Pennsylvania bank holding company (the "Corporation"), and ML Capital Trust I, 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. Sections 3801 et. seq.)
(the "Trust"), in connection with the preparation of the Registration Statement
on Form S-4 (as amended, the "Registration Statement"), an amendment to which is
to be filed by the Corporation and the Trust with the Securities and Exchange
Commission (the "Commission") on the date hereof. The Registration Statement
relates to the registration under the Securities Act of 1933, as amended (the
"Act"), of $50,000,000 aggregate liquidation amount of 9.875% Series B Capital
Securities (the "Capital Securities") in connection with a proposed exchange
offer (the "Exchange Offer").
The Capital Securities are to be issued pursuant to the Amended
and Restated Declaration of Trust of the Trust, dated as of March 10, 1997 (the
"Declaration"), among the administrative trustees named therein, The Bank of New
York, as property trustee (the "Property Trustee"), The Bank of New York
(Delaware), as Delaware trustee, and the Corporation, as sponsor.
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ML Capital Trust I
ML Bancorp, Inc.
July 23, 1997
Page 2
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) an executed copy of the Registration Rights
Agreement, dated as of March 10, 1997 (the "Registration Rights Agreement"),
among the Corporation, the Trust, Sandler O'Neill & Partners, L.P. and Janney
Montgomery Scott Inc.; (iii) the form of the Capital Securities and a specimen
certificate thereof; (iv) the Certificate of Trust of the Trust filed with the
Secretary of State of the State of Delaware on March 3, 1997; and (v) the
Declaration. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates and
records 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 photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Trust, we have
assumed that such parties had 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. 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 officers, trustees and other representatives
of the Corporation, the Trust and others.
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ML Capital Trust I
ML Bancorp, Inc.
July 23, 1997
Page 3
Members of our firm are admitted to the Bar of the State of
Delaware, and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The Capital Securities have been duly authorized for issuance by
the Trust, and when (i) the Registration Statement becomes effective and the
Declaration has been qualified under the Trust Indenture Act of 1939, as
amended, and (ii) the Capital Securities are duly executed, authenticated and
issued in accordance with the Declaration and delivered and issued in the
Exchange Offer as contemplated by the Registration Rights Agreement and the
Registration Statement, the Capital Securities will represent, subject to the
qualifications set forth in paragraph 2 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
2. The holders of the Capital Securities 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 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 requests of or directions to the Property Trustee to exercise
its rights and powers under the Declaration.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Validity of New Securities" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of
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ML Capital Trust I
ML Bancorp, Inc.
July 23, 1997
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persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. 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