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EXHIBIT 5(c)
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
May 26, 2000
Fleet Capital Trusts VI-X
c/o FleetBoston Financial Corporation
One Federal Street
Boston, Massachusetts 02110
Re: Fleet Capital Trusts VI-X
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Ladies and Gentlemen:
We have acted as special Delaware counsel for FleetBoston
Financial Corporation, a Rhode Island corporation (the "Company"), and Fleet
Capital Trusts VI-X, each a Delaware business trust (each, a "Trust" and
collectively, the "Trusts"), 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 Declaration of Trust of each Trust, in the case
of Fleet Capital Trusts VI-VIII, dated as of March
16, 1998, and, in the case of Fleet Capital Trusts IX
and X, dated as of September 3, 1998, each as amended
by the First Amendment to Declaration of Trust of
each Trust, each dated as of October 21, 1999 (each
as so amended, an "Original Trust Agreement" and
collectively, the "Original Trust Agreements"), among
the Company, The Bank of New York (Delaware), a
Delaware banking corporation ("BNY (DE)"), as trustee
(the "Delaware Trustee"), and in the case of Fleet
Capital Trusts VI-VIII, Eugene M. McQuade, Douglas L.
Jacobs and John R. Rodehorst, and, in the case of
Fleet Capital Trusts IX and X, William C. Mutterperl,
Douglas L. Jacobs and John R. Rodehorst, in each case
as regular trustees (collectively, the "Regular
Trustees");
(b) A form of Amended and Restated Trust Agreement for
each Trust, among the Company, the Delaware Trustee,
The Bank of New York, a New York banking corporation,
as institutional trustee (the "Institutional
Trustee"), the Regular Trustees and the holders, from
time to time, of the undivided beneficial ownership
interests in the assets of such Trust (including
Exhibit A thereto) (the "Amended and Restated Trust
Agreement;" and, together with the Original Trust
Agreement, the "Trust Agreement");
(d) The Registration Statement (the "Registration
Statement") on Form S-3 (Registration No. 333-36444),
including a preliminary prospectus with respect to
each Trust (the "Prospectus"), relating to the Trust
Securities of each Trust representing preferred
undivided
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May 26, 2000
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beneficial ownership interests in the assets of each
Trust, filed by the Company and the Trusts with the
Securities and Exchange Commission on May 5, 2000, as
amended by Amendment No. 1 thereto filed by the
Company and the Trusts with the Commission on May 26,
2000;
(e) A certified copy of the Certificate of Trust for
each Trust, in the case of Fleet Capital Trusts VI-
VIII, dated March 16, 1998, as filed with the Office
of the Secretary of State of the State of Delaware
(the "Secretary of State") on March 16,1998, and,
in the case of Fleet Capital Trusts IX and X, dated
September 3, 1998, as filed with the Secretary of
State on September 3, 1998, each as amended by the
First Amendment to the Certificate of Trust for each
Trust, each dated October 21, 1999, as filed with
the Office of the Secretary of State on October 21,
1999 (each as so amended, a "Certificate of Trust;"
and collectively, the "Certificates of Trust"); and
(f) A Certificate of Good Standing for each Trust, dated
May 24, 2000, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (f) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (f) above) that is referred to in or
incorporated by reference into the documents reviewed by us. 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 each
Trust Agreement will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of each Trust, that the Certificates of
Trust are in full force and effect and have not been further amended and that
the Trust Agreements will be in full force and effect and will be executed in
substantially the forms reviewed by us, (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 documents examined by us,
(vi) the receipt by each Person to whom Preferred Securities are to be issued by
the Trusts (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreements and
the Registration Statement, and (vii) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the Trust
Agreements and the Registration Statement. We have not participated in the
preparation of the Registration Statement or Prospectus and assume no
responsibility for their 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 not
considered and express no opinion on the laws of any other
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May 26, 2000
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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. Each Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act, 12 DEL.
C.ss.3801, ET SEQ.
2. The Preferred Securities of each Trust have been duly
authorized by each Trust Agreement and will be duly and validly issued and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of their respective
Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trusts, 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 Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreements.
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 reference to us as local counsel under the
headings "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.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER, P.A.