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Exhibit 5(b)
June 30, 1997
Huntington Capital I
c/o Huntington Bancshares Incorporated
Huntington Center
Columbus, Ohio 43287
RE: HUNTINGTON CAPITAL I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Huntington
Bancshares Incorporated, a Mayland corporation (the "Sponsor"), and Huntington
Capital I, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of
January 23, 1997 (the "Certificate"), as filed in the
office of the Secretary of State of the State of
Delaware (the "Secretary of State") on January 24,
1997;
(b) The Declaration of Trust of the Trust, dated as of
January 23, 1997, as amended by the Amended and
Restated Declaration of Trust of the Trust, dated as
of January 31, 1997 (including Exhibits A-1 and A-2
thereto), among the 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 (the "Declaration");
(c) The Registration Statement (the "Registration
Statement") on Form S-4, including a prospectus with
respect to the Trust (the "Prospectus"), relating to
the Floating Rate Capital Income Securities of the
Trust representing undivided beneficial interests in
the assets of the Trust (each, a "New Capital
Security" and
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Huntington Capital Trust I
June 30, 1997
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collectively, the "New Capital Securities"), filed
by the Sponsor and the Trust with the Securities and
Exchange Commission; and
(d) A Certificate of Good Standing for the Trust, dated
June 30, 1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have assumed that there
exists no provision in any document that we have not reviewed that bears upon or
is inconsistent with the opinions stated herein. We have conducted no
independent 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, we have assumed (i) that the
Trust Agreement 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 Trust Agreement 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 or due
organization or due formation, 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, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a New Capital Security is to be issued by the Trust (collectively, the "Security
Holders") of a certificate for such New Security and the payment for the New
Capital Security acquired by it, in accordance with the Trust Agreement and the
Prospectus, and (vii) that the New Capital Securities are issued and sold to the
Security Holders in accordance with the Trust Agreement and the Prospectus. We
have not participated in the preparation of the Prospectus and assume no
responsibility for its contents.
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Huntington Capital Trust I
June 30, 1997
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This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
2. The New 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 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 Security Holders may
be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus. In giving the foregoing consents, 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. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.
Very truly yours,
Richards, Layton & Finger