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Exhibit 5.2
October 28, 1996
American Annuity Group Capital Trust I
c/o American Annuity Group, Inc.
250 East Fifth Street
Cincinnati, OH 45202
Re: American Annuity Group Capital Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel to American Group Capital
Trust I, a Delaware statutory business trust (the "Trust"), in Annuity
connection with certain matters relating to the organization of the Trust and
the proposed issuance of Preferred Securities to beneficial owners pursuant to
and as described in Registration Statement No. 333-12535 (and the Prospectus
forming a part thereof) on Form S-3 filed with the Securities and Exchange
Commission on September 24, 1996, as amended by Pre-Effective Amendment No. 1
thereto (as so amended, the "Registration Statement"). Capitalized terms used
herein and not otherwise herein defined are used as defined in the Amended and
Restated Declaration of Trust of the Trust in the form attached as an exhibit to
the Registration Statement (the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents in the forms provided to us: the Certificate of Trust of the Trust as
filed in the Office of the Secretary of State of the State of Delaware (the
"State Office") on September 13, 1996 (the "Certificate"); a Declaration of
Trust of the Trust dated as of September 13, 1996 (the "Original Governing
Instrument"); the Governing Instrument; the Indenture to be entered into
between AAG Holding Company, Inc. ("AAG Holding") and The Bank of New York, as
Trustee; the Preferred Securities Guarantee to be made by American Annuity
Group, Inc. ("AAG"); the Common Securities Guarantee to be made by AAG; the
Underwriting Agreement relating to the Preferred Securities between, among
others, AAG Holding, AAG, the Trust and Merrill Lynch & Co. (the "Underwriting
Agreement") and the related Pricing Agreement; the Registration Statement; and
a certification of good standing of the Trust obtained as of a
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American Annuity Group Capital Trust I
c/o American Annuity Group, Inc.
October 28, 1996
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recent date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i) the due
formation or organization, valid existence and good standing of each entity that
is a party to any of the documents reviewed by us under the laws of the
jurisdiction of its respective formation or organization; (ii) the due
authorization, execution and delivery by, or on behalf of, each of the parties
thereto of the above-referenced documents (including, without limitation, the
due authorization, execution and delivery of the Governing Instrument and the
Underwriting Agreement and related Pricing Agreement prior to the first issuance
of Preferred Securities); (iii) that no event has occurred subsequent to the
filing of the Certificate that would cause a dissolution or liquidation of the
Trust under the Original Governing Instrument or the Governing Instrument, as
applicable; (iv) that the activities of the Trust have been and will be
conducted in accordance with the Original Governing Instrument or the Governing
Instrument, as applicable, and the Delaware Business Trust Act, 12 Del. C.
Section 3801 et seq. (the "Delaware Act"); (v) that each Holder of Preferred
Securities has, or prior to the first issuance of Preferred Securities will
have, made payment of the required consideration therefor and received a
Preferred Securities Certificate in consideration thereof in accordance with the
terms and conditions of the Governing Instrument, Registration Statement and
Underwriting Agreement and that the Preferred Securities are otherwise issued
and sold to the Preferred Securities Holders in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument,
Registration Statement and Underwriting Agreement and related Pricing Agreement;
and (vi) that the documents examined by us are in full force and effect, express
the entire understanding of the parties thereto with respect to the subject
matter thereof and have not been modified, supplemented or otherwise amended,
except as herein referenced. No opinion is expressed with respect to the
requirements of, or compliance with, federal or state securities or blue sky
laws. Further, we express no opinion with respect to the Registration Statement
or any other offering materials relating to the Preferred Securities and we
assume no responsibility for their contents. As to any fact material to our
opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and on the accuracy, as of the
date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that, upon issuance, the Preferred
Securities will constitute validly issued
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American Annuity Group Capital Trust I
c/o American Annuity Group, Inc.
October 28, 1996
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and, subject to the terms of the Governing Instrument, fully paid and
nonassessable beneficial interests in the assets of the Trust. We note that
pursuant to Section 11.04 of the Governing Instrument, the Trust may withhold
amounts otherwise distributable to a Holder and pay over such amounts to the
applicable jurisdictions in accordance the federal, state and local law and any
amount withheld will be deemed to have been distributed to such Holder and
that, pursuant to the Governing Instrument, Preferred Security Holders may be
obligated to make payments or provide indemnity or security under the
circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "LEGAL
MATTERS" in the Prospectus forming a part thereof. In giving this 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.
This opinion speaks only as of the date hereof and is based on our
understandings and assumptions as to present facts, and on our review of the
above referenced documents and the application of Delaware law as the same
exist as of the date hereof, and we undertake no obligation to update or
supplement this opinion after the date hereof for the benefit of any person or
entity with respect to any facts or circumstances that may hereafter come to
our attention or any changes in facts or law that may hereafter occur or take
effect. This opinion is intended solely for the benefit of the addressee
hereof in connection with the matters contemplated hereby and may not be relied
on by any other person or entity or for any other purpose without our prior
written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT, & TUNNELL