EXHIBIT 5.3
LAW OFFICES
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
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MIAMI (305) 789-3200 BROWARD (954) 463-5440
FAX (305) 789-3395
WWW.STEARNSWEAVER.COM
E. RICHARD ALHADEFF JOSEPH K. HALL GLENN M. RISSMAN OWEN S. FREED
LOUISE JACOWITZ ALLEN ALICE R. HUNEYCUTT ANDREW L. RODMAN SENIOR COUNSEL
STUART D. AMES RICHARD B. JACKSON KEITH E. ROUNSAVILLE
ALEXANDER ANGUEIRA SHARON LEE JOHNSON MIMI L. SALL THOMAS J. QUARLES
LAWRENCE J. BAILIN MICHAEL I. KEYES NICOLE S. SAYFIE OF COUNSEL
ANA T. BARNETT ROBERT T. KOFMAN RICHARD E. SCHATZ
CHRISTOPHER L. BARNETT ANASTASIA I. KOKOTIS DAVID M. SEIFER DAVID M. SMITH
PATRICK A. BARRY DAVID P. LHOTA JOSE G. SEPULVEDA LAND USE CONSULTANT
JEFFREY S. BARTEL TERRY M. LOVELL JAY B. SHAPIRO
SUSAN FLEMING BENNETT JOY SPILLIS LUNDEEN MARTIN S. SIMKOVIC
LISA K. BERG GEOFFREY MacDONALD CECILIA DURAN SIMMONS TAMPA OFFICE
MARK J. BERNET MONA E. MARKUS CURTIS H. SITTERSON SUITE 2200
HANS C. BEYER BRIAN J. McDONOUGH MARK D. SOLOV SUNTRUST FINANCIAL CENTRE
RICHARD I. BLINDERMAN ANDREW D. McNAMEE EUGENE E. STEARNS 401 EAST JACKSON STREET
MARK D. BOWEN ANTONIO R. MENENDEZ BRADFORD SWING TAMPA, FLORIDA 33602
MATTHEW W. BUTTRICK FRANCISCO J. MENENDEZ SUSAN J. TOEPFER -------
JENNIFER STEARNS BUTTRICK ALISON W. MILLER ANNETTE TORRES (813) 223-4800
CARLOS J. CANINO HAROLD D. MOOREFIELD, JR. DENNIS R. TURNER
JOAN M. CANNY JIMMY L. MORALES JONATHAN C. VAIR
PETER L. DESIDERIO JOHN N. MURATIDES RONALD L. WEAVER FORT LAUDERDALE OFFICE
MARK P. DIKEMAN JEFFREY A. NORMAN RORY B. WEINER SUITE 1900
DREW M. DILLWORTH JOHN K. OLSON ROBERT I. WEISSLER 200 EAST BROWARD BOULEVARD
SHARON QUINN DIXON JENNIFER I. PERTNOY PATRICIA G. WELLES FORT LAUDERDALE, FLORIDA 33301
ALAN H. FEIN DAVID C. POLLACK K. TAYLOR WHITE -------
ANGELO M. FILIPPI DARRIN J. QUAM MARTIN B. WOODS (954) 462-9500
ROBERT E. GALLAGHER, JR. JOHN M. RAWICZ ELIZABETH YNIGO
CHAVA E. GENET PATRICIA A. REDMOND
PATRICIA K. GREEN ELIZABETH G. RICE
February 28, 2002
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
Ladies and Gentlemen:
As counsel to BankAtlantic Bancorp, Inc., a Florida corporation (the
"Company"), we delivered to you an opinion letter dated October 24, 2001 in
connection with the preparation of a Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company and BBC Capital Trust II ("BBC
Capital") with the Securities and Exchange Commission (the "SEC") on October 15,
2001, as amended by Amendment No. 1 on October 24, 2001. The Registration
Statement was filed for the purpose of registering under the Securities Act of
1933, as amended, Class A common stock of the Company, debt securities of the
Company, junior subordinated debentures of the Company (the "Junior Subordinated
Debentures"), trust preferred securities of BBC Capital (the "Trust Preferred
Securities") and the guarantee of the Company with respect to the Trust
Preferred Securities (the "Guarantee"). This opinion updates the October 24,
2001 opinion letter in connection with the offer and sale by BBC Capital of up
to 2,300,000 Trust Preferred Securities, along with the Guarantee, and the
issuance by the Company of the Junior Subordinated Debentures under 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 filed by BBC Capital with the Secretary of State of the State of Delaware
on October 12, 2001, (ii) the Trust Agreement dated as of October 12, 2001, with
respect to BBC Capital; (iii) the form of Amended and Restated Trust Agreement
with respect to BBC Capital; (iv) the form of the Trust Preferred Securities;
(v) the form of Junior
BankAtlantic Bancorp, Inc.
February 28, 2002
Page 2
Subordinated Debentures; (vi) the form of Guarantee between the Company and
Wilmington Trust Company, as trustee, and (vii) the form of Indenture (the
"Indenture") governing the Junior Subordinated Debentures between the Company
and Wilmington Trust Company, as trustee. We have also examined originals or
copies, certified, or otherwise identified to our satisfaction, of such
documents and proceedings as we have considered necessary for the purposes of
this opinion. In addition, we have examined a copy of the Registration
Statement, including the exhibits thereto, and a copy of the Prospectus dated
October 24, 2001 (the "Prospectus") included in the Registration Statement and a
copy of a Preliminary Prospectus Supplement to the Prospectus, dated February
13, 2002 (the "Prospectus Supplement").
In rendering this opinion we have assumed, without independent
investigation: (i) the authenticity of all documents submitted to us as
originals; (ii) the conformity to original documents of all documents submitted
to us as certified or photostatic copies; and (iii) the genuineness of all
signatures. As to questions of material fact to the opinions expressed herein,
we have relied upon such certificates of public officials, corporate agents and
officers of the Company and such other certificates as we deemed relevant.
Based upon and subject to the foregoing and other qualifications and
limitations set forth herein, we are of the opinion that:
1. After the Indenture has been duly executed and delivered, the
Junior Subordinated Debentures, when duly executed, delivered,
authenticated and issued in accordance with the Indenture and
delivered and paid for as contemplated by the Registration
Statement, will be valid and binding obligations of the
Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their
terms, except to the extent that enforcement thereof may be
limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) general
principles of equity regardless of whether enforceability is
considered in a proceeding at law or in equity.
2. The Guarantee, when duly executed and delivered by the parties
thereto, will be a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to
creditors' rights generally, and (ii) general principles of
equity regardless of whether enforceability is considered in a
proceeding at law or in equity.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
BankAtlantic Bancorp, Inc.
February 28, 2002
Page 3
Our opinion is limited to the laws of the State of Florida and the
United States federal laws, and we express no opinion with respect to the laws
of any other jurisdiction. Please note that we are opining only as to the
matters expressly set forth herein, and no opinion should be inferred as to any
other matters. This opinion is provided as of the date hereof and is based upon
currently existing statutes, rules, regulations and judicial decisions, and we
disclaim any obligation to advise you of any change in any of these sources of
law or subsequent legal or factual developments that might affect any matters or
opinions set forth herein.
In addition, we hereby consent to the use of our opinion included herein
and to all references to this firm under the heading "Legal Matters" in the
Prospectus included in the Registration Statement and the Prospectus Supplement.
Very truly yours,
STEARNS WEAVER MILLER
WEISSLER
ALHADEFF & SITTERSON, P.A.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.