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Exhibit 5.2
June 19, 1995
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
Ladies and Gentlemen:
We have acted as counsel to United Companies Financial Corporation
(the "Company") in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed on June 19, 1995
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Act"), covering up to $200,000,000 aggregate initial 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 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 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. We may also act as
counsel to the Company in connection with the possible future registration of
up to $40,000,000 aggregate initial offering price of Securities that may be
registered pursuant to Rule 462(b) under the Act by means of an additional
registration statement relating to the Registration Statement (any such
additional registration statement, the "462(b) Registration Statement"). The
Securities are to be issued, separately or together, in one or more series and
are to be sold from time to time as set forth in the Registration Statement,
the prospectus contained therein and any amendment or supplements thereto and
the 462(b) Registration Statement, if any.
The senior Debt Securities and the subordinated Debt Securities are to
be issued pursuant to separate Indentures (each, an "Indenture") between the
Company and The First National Bank of Chicago, as trustee, and State Street
Bank and Trust Company, as trustee, respectively (each,
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United Companies Financial Corporation
June 19, 1995
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a "Trustee"). Certain of the terms of each series of Debt Securities may be
set forth in a supplemental indenture to an Indenture between the Company and a
Trustee.
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Company's Articles of Incorporation, as
amended, its By-Laws, as amended, resolutions of its Board of Directors, 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:
(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 (including the 462(b)
Registration Statement, if any) 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 (including the 462(b) Registration
Statement, if any) 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 (including the 462(b) Registration
Statement, if any) has become effective under the
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United Companies Financial Corporation
June 19, 1995
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Act and under all state securities laws where registration or
qualification is required; (ii) 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; (iii) 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 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, to the incorporation by reference of this opinion in
the 462(b) Registration Statement, if any, 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 LAW CORPORATION)