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Exhibit 5.2
February , 2000
BFOH Capital Trust I
c/o BancFirst Ohio Corp.
422 Main Street
Zanesville, Ohio 43702
Re: BFOH Capital Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for BFOH Capital Trust I, 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 September 27,
1999, between BancFirst Ohio Corp. (the "Company") and the trustee 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
September 28, 1999 (the "Certificate");
(c) The Amended and Restated Declaration of Trust of the Trust, dated as
of October 18, 1999 (the "Declaration"), among the Company, as Sponsor, the
trustees of the Trust named therein (the "Trustees") and the holders, from time
to time, of undivided beneficial interests in the assets of the Trust;
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BFOH Capital Trust I
February , 2000
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(d) The Registration Statement on Form ________ (Registration No.
________ ) (the "Registration Statement"), including a prospectus (the
"Prospectus"), relating to the 9.875% 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"), as filed
with the Securities and Exchange Commission on or about February __, 2000; and
(e) A Certificate of Good Standing for the Trust, dated February __,
2000, 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 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
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February , 2000
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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
judicial and administrative 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.
Section 3801, et seq.
2. The Exchange Capital Securities 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
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February , 2000
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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 for any purpose.
Very truly yours,
RLS/fg