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EXHIBIT 5(C)
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
December 9, 1999
Fleet Boston Corporation
Fleet Capital Trust VI
Fleet Capital Trust VII
Fleet Capital Trust VIII
Fleet Capital Trust IX
Fleet Capital Trust X
c/o Fleet Boston Corporation
One Federal Street
Boston, Massachusetts 02110
Re: Fleet Financial Boston Corporation
Fleet Capital Trust VI, VII, VIII,
IX and X; Registration Statement on
Form S-3
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Ladies and Gentlemen:
We have acted as special Delaware counsel to (1) Fleet Capital Trust
VI, Fleet Capital Trust VII, Fleet Capital Trust VIII, Fleet Capital Trust IX
and Fleet Capital Trust X (each, a "Fleet Capital Trust" and, together, the
"Fleet Capital Trusts"), each a statutory business trust formed under the laws
of the State of Delaware, and (2) Fleet Boston Corporation, a corporation
organized under the laws of the State of Rhode Island (the "Company"), in
connection with the prepara-
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Fleet Capital Trust VI, VII, VIII, IX and X
Fleet Boston Corporation
December 9, 1999
Page 2
tion of a Registration Statement on Form S-3 (Registration No. 333-86829), filed
by the Company and the Fleet Capital Trusts with the Securities and Exchange
Commission (the "Commission") on September 10, 1999 under the Securities Act of
1933, as amended (the "Act"), and Amendment No. 1 thereto, filed with the
Commission on December 9, 1999 (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"), in connection
with the public offering of preferred securities (the "Trust Preferred
Securities") of each of the Fleet Capital Trusts, and certain other securities.
The Trust Preferred Securities of each Fleet Capital Trust are to be
issued pursuant to the Amended and Restated Declaration of Trust of such Fleet
Capital Trust (each, a "Declaration" and, collectively, the "Declarations"),
each such Declaration being among the Company, as sponsor, The Bank of New York
(Delaware), as Delaware trustee (the "Delaware Trustee"), The Bank of New York,
as institutional trustee (the "Institutional Trustee"), and, in the case of
Fleet Capital Trust VI, Fleet Capital Trust VII and Fleet Capital Trust VIII,
Eugene M. McQuade, Douglas L. Jacobs and John R. Rodehorst, and in the case of
Fleet Capital Trust IX and Fleet Capital Trust X, William C. Mutterperl, Douglas
L. Jacobs and John R. Rodehorst, in each case as trustees (together, the
"Regular Trustees").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise
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Fleet Capital Trust VI, VII, VIII, IX and X
Fleet Boston Corporation
December 9, 1999
Page 3
defined herein have the meanings ascribed to them in the Registration Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust of each of the Fleet Capital Trusts (the "Certificates of Trust"), in the
case of (a) Fleet Capital Trust VI, Fleet Capital Trust VII and Fleet Capital
Trust VIII, filed with the Secretary of State of the State of Delaware on March
16, 1998, and (b) Fleet Capital Trust IX and Fleet Capital Trust X, filed with
the Secretary of State of the State of Delaware on September 3, 1998; (ii) the
First Amendment to each Certificate of Trust filed with the Secretary of State
of the State of Delaware on October 21, 1999; (iii) the form of the
Declaration of each of the Fleet Capital Trusts; (iv) the form of the Trust
Preferred Securities of each of the Fleet Capital Trusts and (v) the
Registration Statement. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, certificates
and records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Fleet Capital Trusts, we have
assumed that such parties had the power, corporate
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Fleet Capital Trust VI, VII, VIII, IX and X
Fleet Boston Corporation
December 9, 1999
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or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and that such documents
constitute valid and binding obligations of such parties. In addition, we have
assumed that the Declaration of each Fleet Capital Trust and the Trust Preferred
Securities of each Fleet Capital Trust, when executed, will be executed in
substantially the forms reviewed by us. As to any facts material to the opinions
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers, trustees
and other representatives of the Company, the Fleet Capital Trusts and others.
Members of our firm are admitted to the bar in the State of Delaware,
and we do not express any opinion as to the laws of any jurisdiction other than
the laws of the State of Delaware.
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that the Trust Preferred
Securities of each Fleet Capital Trust, when the Declaration of such Fleet
Capital Trust is duly executed and delivered by the parties thereto and the
terms of the Trust Preferred Securities are established in accordance with the
terms of the Declaration of such Fleet Capital Trust, will be duly authorized
for issuance and, when issued, executed and authenticated in accordance with the
Declaration of such Fleet Capital Trust and delivered and paid for as
contemplated by the Registration Statement, will
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Fleet Capital Trust VI, VII, VIII, IX and X
Fleet Boston Corporation
December 9, 1999
Page 5
be validly issued, fully paid and nonassessable, representing undivided
beneficial interests in the assets of such Fleet Capital Trust; and the holders
of such Trust Preferred Securities 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 bring
to your attention, however, that the holders of Trust Preferred Securities of
each Fleet Capital Trust may be obligated, pursuant to the Declaration of such
Fleet Capital Trust, to (i) provide indemnity and/or security in connection with
and pay taxes or governmental charges arising from transfers of such Trust
Preferred Securities and (ii) provide security and indemnity in connection with
the requests of or directions to the Institutional Trustee of such Fleet Capital
Trust to exercise its rights and powers under the Declaration of such Fleet
Capital Trust.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the use of our name under the heading
"Legal Matters" in the prospectus which forms a part of the Registration
Statement. We also hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent
is required under
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Fleet Capital Trust VI, VII, VIII, IX and X
Fleet Boston Corporation
December 9, 1999
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Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP