Exhibit 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
September 5, 2003
Exelon Corporation
Exelon Capital Trust I
Exelon Capital Trust II
Exelon Capital Trust III
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, IL 60680-5379
Re: Exelon Capital Trust I, Exelon Capital Trust II
and Exelon Capital Trust III
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Exelon Corporation, a
Pennsylvania corporation (the "Company"), and Exelon Capital Trust I, Exelon
Capital Trust II and Exelon Capital Trust III, each a Delaware statutory trust
(each, a "Trust," and collectively, the "Trusts"), 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 each Trust, each dated August 25, 2003
(collectively, the "Certificates"), as filed with the office of the Secretary of
State of the State of Delaware (the "Secretary of State") on August 25, 2003;
(b) The Declaration of Trust of each Trust, each dated as of August 25,
2003, among the Company and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus"), relating to, among
Exelon Capital Trust I
Exelon Capital Trust II
Exelon Capital Trust III
September 5, 2003
Page 2 of 3
other things, the trust preferred securities of the Trusts representing
undivided beneficial interests in the assets of each Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), as proposed to be filed
by the Company and the Trusts with the Securities and Exchange Commission on or
about September 5, 2003;
(d) A form of Amended and Restated Declaration of Trust for the Trusts
(including Exhibits A and C thereto) (each, a "Declaration," and collectively,
the "Declarations"), to be entered into with respect to each Trust among the
Company, as sponsor, the trustees of such Trust named therein, and the holders,
from time to time, of undivided beneficial interests in the assets of such
Trust, attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for each Trust, each dated September
4, 2003, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declarations.
For purposes of this opinion, 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 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 Declarations
and the Certificates are in full force and effect and have not been amended,
(ii) except to the extent provided in paragraph 1 below, that each of the
parties to the documents examined by us has been duly created, organized or
formed, as the case may be, and is validly existing in good standing 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) 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 a Preferred Security is to be issued by a
Trust (collectively, the "Preferred Security Holders") of a Preferred Securities
Exelon Capital Trust I
Exelon Capital Trust II
Exelon Capital Trust III
September 5, 2003
Page 3 of 3
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the applicable Declaration and the
Registration Statement, and (vii) that the Preferred Securities are issued and
sold to the Preferred Security Holders in accordance with the applicable
Declaration and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
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 that 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. Each Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act (12 Del.C.
ss. 3801, et seq.).
2. The Preferred Securities of each Trust 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 such Trust.
3. The Preferred Security Holders of a Trust, as beneficial owners of
such 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 Preferred
Security Holders of a Trust may be obligated to make payments as set forth in
the Declaration of such Trust.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. 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.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
BJK/EJE