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EXHIBIT 5.2 - EXCHANGE OPINION
[Morris, James, Hitchens & Williams LLP Letterhead]
February 5, 2001
BFD Preferred Capital Trust II
BostonFed Bancorp, Inc.
17 New England Executive Park
Burlington, Massachusetts 01803
Re: BFD Preferred Capital Trust II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for BostonFed Bancorp, Inc., (the
"Company"), and for BFD Preferred Capital Trust II, a Delaware business trust
(the "Trust"), for purposes of giving the opinions set forth herein. This
opinion letter is being furnished to you at your request.
For purposes of giving the opinions set forth below, our examination of
documents has been limited to the examination of originals or copies furnished
to us of the following:
(a) The Declaration of Trust of the Trust, dated as of August 18, 2000,
between the Company and the trustees of the Trust named therein;
(b) The Certificate of Trust of the Trust, as filed in the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on August
18, 2000 (the "Certificate");
(c) The Amended and Restated Declaration of Trust of the Trust, dated as
of September 22, 2000 (including Annex I and Exhibits A-1 and A-2 attached
thereto) (the "Declaration"), among the Company, as Sponsor, the Administrative
Trustees named therein, Wilmington Trust Company, as Property Trustee and
Delaware Trustee and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust;
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BFD Preferred Capital Trust II
February 5, 2001
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(d) A Registration Statement (the "Registration Statement") on Form S-4 to
be filed with the Securities and Exchange Commission on or about February 5,
2001, including a prospectus, relating to the 10.875% Capital Securities, Series
B (Liquidation Amount $1,000 per Capital Security) of the Trust, representing
undivided preferred beneficial interests in the assets of the Trust (each, an
"Exchange Capital Security" and collectively, the "Exchange Capital
Securities"); and
(e) A Certificate of Good Standing for the Trust, dated February 5, 2001,
obtained from the Secretary of State.
Unless otherwise defined herein, all capitalized terms used in this opinion
letter shall have the respective meanings provided in the Declaration, except
that reference herein to any document shall mean such document as in effect on
the date hereof.
For the purposes of this opinion letter, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (e) 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 or contrary to the opinions stated herein. We have conducted
no 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 letter, we have assumed (i) that the
Declaration constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation, and termination of the Trust, and that the Declaration and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation, due formation or
due organization, 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, formation or organization, (iii) the legal capacity of
each natural person who is a party to the documents examined by us, (iv) that
each of the parties to the documents examined by us has all requisite power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom an Exchange
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BFD Preferred Capital Trust II
February 5, 2001
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Capital Security is to be issued by the Trust (the "Exchange Capital Security
Holders") of an appropriate certificate for such Exchange Capital Security and
the exchange by each Exchange Capital Security Holder of its validly issued
Series A Capital Securities accepted for exchange for the Exchange Capital
Securities to be issued to it, in accordance with the Declaration and the
Registration Statement, and (vii) that the Exchange Capital Securities are
issued to the Exchange Capital Security Holders in accordance with the
Declaration and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
The opinions in this letter are limited to the laws of the State of
Delaware (other than the securities laws of the State of Delaware) and we have
not considered and express no opinion on the effect of or concerning matters
involving the laws of any other jurisdiction, or rules, regulations, orders and
decisions relating to such laws, including, without limitation, the federal laws
of the United States of America.
Based upon the foregoing, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly formed and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 DEL.
C.ss.ss.3801, ET SEQ.
2. The Exchange Capital Securities have been duly authorized by the Trust
pursuant to the Declaration and will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Exchange Capital Security Holders, as beneficial owners of the
Trust, 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 Exchange Capital
Security Holders may be obligated to make payments and provide indemnity and/or
security as set forth in the Declaration.
We consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving the
foregoing consent, 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. Except as stated above, without our prior written
consent, this opinion letter may not be furnished or quoted to, or relied upon
by, any other Person or relied upon for any other purpose.
Very truly yours,
/s/ Morris, James, Hitchens & Williams LLP