1
EXHIBIT 5.1
[Letterhead of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation]
May 1, 2000
The Charles Schwab Corporation
120 Kearny Street
San Francisco, CA 94108
Dear Ladies and Gentlemen:
You have requested our opinion as counsel for The Charles Schwab
Corporation, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder of 76,057,957 shares of the Company's common
stock, $0.01 par value per share (the "Shares"), which may be issued pursuant to
that certain Agreement and Plan of Merger by and among the Company, Patriot
Merger Corporation and U.S. Trust Corporation, dated as of January 12, 2000.
We have examined the Company's Registration Statement on Form S-4
(Registration No. 333-30886) in the form to be filed with the Securities and
Exchange Commission on the date of this opinion (the "Registration Statement").
We further have examined the Certificate of Incorporation of the Company as
certified by the Secretary of State of the State of Delaware and the Bylaws of
the Company. In addition, we have examined such corporate records, certificates
and other documents (of which we are aware) and such questions of law as we have
considered necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the issuance
of the Shares have been duly authorized by appropriate corporate action of the
Company, and when the Shares have been duly issued and/or sold as described in
the Registration Statement, any amendment thereto, the prospectus and any
supplement thereto, the Shares will be validly issued, fully paid and
non-assessable.
In connection with this opinion, we have assumed the following:
(a) the issuance and delivery of all of the Shares at the time of the
consummation of the merger; (b) the authenticity of the original documents and
the genuineness of all signatures; (c) the conformity to the originals of all
documents submitted to us as copies; (d) the truth, accuracy and completeness of
the information, representations and warranties
2
contained in the instruments, documents, records and certificates we have
reviewed; (e) the due authorization, execution and delivery on behalf of the
respective parties thereto of the documents referred to herein and the legal,
valid and binding nature thereof with respect to such parties; and (f) the
absence of any evidence extrinsic to the provisions of the written agreements
between the parties that the parties intended a meaning contrary to that
expressed by those provisions. We have not independently verified such
assumptions.
We express no opinion as to laws other than the substantive laws
of the State of California (without regard to conflicts-of-laws or choice-of-law
principles), the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case to the extent
applicable and not excepted from the scope of the opinions expressed above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement, any amendment thereto, the prospectus and any supplement
thereto.
Very truly yours,
Howard, Rice, Nemerovski, Canady,
Falk & Rabkin
A Professional Corporation
/s/ LAWRENCE B. RABKIN
-----------------------------------------
Lawrence B. Rabkin
2