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[KANTROW, SPAHT, WEAVER & BLITZER LETTERHEAD]
EXHIBIT 5.2
February 18, 1997
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") to be filed on February 19, 1997 with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), covering up to $500,000,000 aggregate initial offering
price of (i) the Company's unsecured debt securities, which may be either
senior or subordinated (the "Debt Securities"); (ii) the Company's $2.00 par
value preferred stock (the "Preferred Stock"); and (iii) 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")
(the Debt Securities, the Preferred Stock and the Common Stock are collectively
referred to herein as the "Securities"). The Registration Statement also covers
an indeterminate amount of Debt Securities and shares of the Common Stock and
Preferred 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 $100,000,000 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.
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United Companies Financial Corporation
February 18, 1997
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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 The Bank of New
York, as trustee, respectively (each, a "Trustee"). Certain of the terms of
each series of Debt Securities may be set forth in a supplemental indenture to
an Indenture (each, as "Supplemental Indenture") between the Company and a
Trustee.
We have examined the originals, or copies certified or otherwise
identified to our satisfaction, of the Restatement of the Articles of
Incorporation of the Company, its By-Laws, as amended, resolutions of its Board
of Directors, certificates of public officials, certificates of officers of the
Company or its subsidiaries and such other documents and corporate records as
we have deemed relevant and necessary as the basis for the opinion expressed
herein. In our examination of the aforementioned, we have assumed without
investigation the authenticity of the originals of such documents and the
conformity to originals of all documents submitted to us as copies, and the
authenticity of the originals of such latter documents, the genuineness of all
signatures, the legal capacity of natural persons and the accuracy of the
statement contained in such certificates. Based upon the foregoing and in
reliance thereon, and after examination of such matters of law as we deem
applicable or relevant hereto, and subject to the other qualifications below,
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 securities or blue sky laws of any state or
jurisdiction 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 issuance and sale of shares
of the Common Stock and the terms of the offering have been
duly authorized by the Company; (iv) the issuance and sale of
shares of the Common 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 Restatement of the Articles
of Incorporation of the Company, and
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United Companies Financial Corporation
February 18, 1997
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do not violate any applicable law, order, rule or regulation or
any document, agreement or instrument then binding on the
Company; and (v) the form of certificates representing shares of
the Common Stock complies with the requirements of the LBCL, the
Common Stock, when issued against payment therefor, will be
validly issued, fully paid and non-assessable.
(3) 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 LBCL,
and the Restatement of the Articles of Incorporation of the
Company, 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.
(4) If any Debt Securities or shares of Preferred Stock to be issued
are convertible or exchangeable into shares of Preferred Stock or
Common Stock, as the case may be, 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
Debt Securities or shares of Preferred Stock have been exchanged
or converted into shares of Preferred Stock or Common Stock, as
the
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United Companies Financial Corporation
February 18, 1997
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case may be, pursuant to due authorization of the Company's Board of
Directors; (iii) the exchange or conversion of the Debt Securities or
shares of Preferred Stock into shares of Preferred Stock or Common
Stock, as the case may be, complies in all respects with the terms of
the Debt Securities or shares of Preferred Stock, the shares of
Preferred Stock or Common Stock, as the case may be, when issued upon
exchange or conversion of Debt Securities or Preferred Stock, as the
case may be, 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)