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EXHIBIT 5.2
KANTROW, SPAHT, WEAVER & BLITZER
(A Professional Law Corporation)
Attorneys At Law
Suite 300 - City Plaza
445 North Boulevard
Post Office Box 2997
Baton Rouge, Louisiana 70821-2997
September 26, 1994
United Companies Financial Corporation
4041 Essen Lane
P.O. Box 1591
Baton Rouge, Louisiana 70821-1591
Re: United Companies Financial Corporation Registration
Statement on Form S-3 (No. 33-55227)
Ladies and Gentlemen:
We have acted as counsel to United Companies Financial Corporation, a
Lousiana Corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3, SEC File No. 33-55227 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), covering up to $200,000,000
aggregate offering price of (i) the Company's unsecured debt securities, which
may be either senior or subordinated (the "Debt Securities"); and (ii) the
Company's $2.00 par value per share preferred stock (the "Preferred Stock")
(the Debt Securities and the Preferred Stock are collectively referred to
herein as the "Securities"). The Registration Statement also covers an
indeterminate number of shares of the Company's $2.00 par value per share
common stock, including associated rights to purchase the Company's Series A
Junior Participating Preferred Stock (together, the "Common Stock") as may be
issued upon conversion or exchange of the Debt Securities or the Preferred
Stock, as the case may be. The Securities may be sold (i) through underwriting
syndicates represented by managing underwriters, or by underwriters without a
syndicate; (ii) through agents designated from time to time; or (iii) directly
by the Company. When issued, the Debt Securities will be subject
to the provisions of either (i) an Indenture for Senior Debt Securities,
between the Company and The First National Bank of Chicago, as trustee, the
form of which is filed as an exhibit to the Registration Statement (the "Senior
Debt Indenture"), or (ii) the Indenture for Subordinated Debt Securities
between the Company and State Street Bank and Trust Company, as trustee, the
form of which is filed as an exhibit to the Registration Statement (the
"Subordinated Debt Indenture").
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Registration Statement, the Company's
Articles of Incorporation, as amended, its By-Laws, as amended, resolutions of
its Board of Directors, the form of the Subordinated Debt Indenture, and such
other documents and corporate records as we have deemed necessary as the basis
for the opinion expressed herein. Based upon the foregoing and in reliance
thereon, and after examination of such matters of law as we deem applicable or
relevant hereto, it is our opinion that:
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United Companies Financial Corporation
September 26, 1994
Page 2
(1) The Company is duly incorporated under the laws of the State
of Louisiana and is validly existing and in good standing
under the laws of that State;
(2) When (i) the Registration Statement has become effective under
the Act and under all state securities laws where registration
or qualification is required; (ii) the Underwriting Agreement
- Basic Provisions and the related Terms Agreement have been
duly authorized, executed and delivered by the Company; (iii)
the designation of one or more series of Preferred Stock and
the establishment of the relevant rights, preferences,
limitations and qualifications of such series has been duly
authorized by the Company; (iv) the issuance and sale of
shares of the Preferred Stock and the terms of the offering
have been duly authorized by the Company; (v) the issuance and
sale of shares of the Preferred Stock are in conformity with
the Registration Statement and the prospectus made a part
thereof, as supplemented from time to time, that may be filed
or in effect from time to time, the Louisiana Business
Corporation Law as then in effect (the "LBCL"), and the
Company's Articles of Incorporation, as amended, and do not
violate any applicable law, order, rule or regulation or any
document, agreement or instrument then binding on the Company;
and (vi) the form of certificates representing shares of the
Preferred Stock complies with the requirements of the LBCL,
the Preferred Stock, when issued against payment therefor,
will be validly issued, fully paid and non-assessable.
(3) If any of the Securities to be issued are convertible or
exchangeable into shares of Common Stock, when (i) the
Registration Statement has become effective under the Act and
under all state securities laws where registration or
qualification is required; (ii) the shares of Common Stock
have been authorized or reserved for issuance by the Company's
Board of Directors; (iii) the Debt Securities or Preferred
Stock have been exchanged or converted into shares of Common
Stock pursuant to due authorization of the Company's Board of
Directors; and (iv) the exchange or conversion of the Debt
Securities or Preferred Stock into shares of Common Stock
complies in all respects with the terms of the Debt Securities
or Preferred Stock, the Common Stock when issued upon exchange
or conversion of the Debt Securities or Preferred Stock, will
be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Louisiana and we do not
express any opinion herein concerning any law other than the law of the State
of Louisiana and the federal law of the United States.
We hereby expressly consent to the reference to our firm in the
prospectus and each related prospectus supplement forming a part of the
Registration Statement, to the inclusion of this opinion as an exhibit to the
Registration Statement and to the filing of this opinion with any appropriate
governmental agency.
Very truly yours,
KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL LAW CORPORATION)
/s/ KANTROW, SPAHT, WEAVER & BLITZER
(A PROFESSIONAL CORPORATION)