Exhibit 5.1
April 19, 2002
(212) 701-3000
Delphi Financial Group, Inc.
1105 North Market Street
Suite 1230
Wilmington, Delaware 19899
Ladies and Gentlemen:
We have acted as special counsel to Delphi Financial Group, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of:
1. the Registration Statement on Form S-3 to be filed with the Securities
and Exchange Commission (the "Commission") on the date hereof (the "Registration
Statement"), pursuant to which (A) the Company proposes to issue and/or sell
from time to time (i) shares of its Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), (ii) shares of its preferred stock, par
value $.01 per share (the "Preferred Stock"), (iii) debt securities consisting
of debentures, notes or other evidences of indebtedness representing unsecured,
unsubordinated obligations of the Company (the "Senior Debt Securities"), (iv)
debt securities consisting of debentures, notes or other evidences of
indebtedness representing unsecured, subordinated obligations of the Company
(the "Subordinated Debt Securities"), (v) warrants to purchase Class A Common
Stock (the "Class A Common Stock Warrants"), (vi) deferrable interest debt
securities consisting of debentures, notes or other evidences of indebtedness
representing unsecured, subordinated obligations of the Company (the
"Subordinated Deferrable Interest Debentures") and (vii) guarantees of the Trust
Preferred Securities (as defined below) (the "Trust Preferred Securities
Guarantee"); and (B) Delphi Finance Trust I, a Delaware business trust (the
"Trust" and, together with the Company, the "Registrants"), proposes to issue
and sell from time to time preferred undivided interests in the assets of the
Trust (the "Trust Preferred Securities"), which will have the benefit of the
Trust Preferred Securities Guarantee;
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2. the form of indenture, to be dated on or about the date of first
issuance of Senior Debt Securities thereunder (the "Senior Debt Indenture"),
between the Company and the trustee to be named thereunder (the "Senior Debt
Trustee");
3. the form of indenture, to be dated on or about the date of first
issuance of Subordinated Debt Securities thereunder (the "Subordinated Debt
Indenture"), between the Company and trustee to be named thereunder (the
"Subordinated Debt Trustee");
4. the form of indenture, to be dated on or about the date of first
issuance of Subordinated Deferrable Interest Debentures thereunder (the
"Subordinated Deferrable Interest Debentures Indenture" and, collectively with
the Senior Debt Indenture and the Subordinated Debt Indenture, the
"Indentures"), between the Company and the trustee to be named thereunder (the
"Subordinated Deferrable Interest Debentures Trustee");
5. the Declaration of Trust, dated as of April [ ], 2002, among the Company
and the trustees of the Trust named therein;
6. the form of amended and restated Declaration of Trust, to be dated on or
about the date of first issuance of Trust Preferred Securities (the "Amended and
Restated Declaration of Trust"), among the Company and the trustees of the Trust
to be named therein; and
7. the form of trust preferred securities guarantee agreement, to be dated
on or about the date of first issuance of a Trust Preferred Securities Guarantee
thereunder (the "Trust Preferred Securities Guarantee Agreement"), between the
Company and the trustee named therein.
The Class A Common Stock, the Preferred Stock, the Senior Debt Securities,
the Subordinated Debt Securities, the Class A Common Stock Warrants, the
Subordinated Deferrable Interest Debentures, the Trust Preferred Securities and
the Trust Preferred Securities Guarantee are referred to herein collectively as
the "Offered Securities." The Offered Securities being registered under the
Registration Statement may be offered on a continuous or delayed basis pursuant
to the provisions of Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act").
In rendering the opinions set forth herein, we have examined originals,
photocopies or conformed copies certified to our satisfaction of corporate
records, agreements, instruments and documents of the Registrants, certificates
of public officials and other certificates and opinions and have made such other
investigations as we have deemed necessary in connection with the opinions set
forth herein. In our examination, we have assumed (a) the due organization and
valid existence of each of the Registrants, (b) the due authorization,
execution, authentication and delivery by all persons of each of the
Registration Statement and each of the documents related thereto, (c) that each
of such parties has the legal power to act in the respective capacity or
capacities in which it is to act thereunder, (d) the authenticity of all
documents submitted to us as originals, (e) the conformity to the original
documents of all documents submitted to us as copies and (f) the genuineness of
all signatures on the Registration Statement and all documents submitted to us.
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Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including any post-effective
amendments) will have become effective and comply with all applicable laws at
the time the Offered Securities are offered or issued as contemplated by the
Registration Statement, (ii) a prospectus supplement will have been prepared and
filed with the Commission describing the Offered Securities offered thereby and
will comply with all applicable laws, (iii) all Offered Securities will be
issued and sold in compliance with applicable federal and state securities laws
and in the manner stated in the Registration Statement and the appropriate
prospectus supplement, (iv) a definitive purchase, underwriting or similar
agreement and any other necessary agreement with respect to any Offered
Securities will have been duly authorized and validly executed and delivered by
each applicable Registrant and the other party or parties thereto, (v) the
applicable Indenture(s), the Amended and Restated Declaration of Trust and/or
the Preferred Securities Guarantee Agreement, as the case may be, will have been
duly qualified under the Trust Indenture Act of 1939, as amended, and (vi) any
Offered Securities issuable upon conversion, exercise or exchange of any Offered
Securities being offered or issued will be duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exercise or exchange,
we advise you that in our opinion:
1. Insofar as the laws of the State of New York are applicable
thereto, when (A) the execution of the Senior Debt Indenture has been duly
authorized by the Company by appropriate action, (B) the Senior Debt
Indenture, in the form filed as an exhibit to the Registration Statement,
has been duly executed and delivered by the Company and the Senior Debt
Trustee, (C) the board of directors, including any appropriate committee
appointed thereby, and appropriate officers of the Company have taken all
necessary action to approve the issuance and terms of the Senior Debt
Securities and related matters, (D) the terms of the Senior Debt Securities
and their issuance and sale have been duly established in conformity with
the Senior Debt Indenture so as not to violate any applicable law or the
Restated Certificate of Incorporation of the Company, as amended, or result
in default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company and (E)
the Senior Debt Securities, in the form established in accordance with the
Senior Debt Indenture filed as an exhibit to the Registration Statement,
have been duly executed and delivered by the Company and authenticated by
the Senior Debt Trustee in accordance with the provisions of the Senior
Debt Indenture and delivered and paid for as contemplated by any applicable
purchase, underwriting or similar agreement and the Registration Statement,
the Senior Debt Securities will constitute valid and legally binding
obligations of the Company, entitled to the benefits of the Senior Debt
Indenture and enforceable against the Company in accordance with their
terms, except that (a) the enforceability thereof may be subject to (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or other similar laws now or hereafter in effect relating to or affecting
creditors' rights or remedies generally and (ii) general principles of
equity and to the discretion of the court before which any proceedings
therefor may be brought (regardless of whether enforcement is sought in a
proceeding at law or in equity) and (b) the enforceability of provisions
imposing liqui-
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dated damages, penalties or an increase in interest rate upon the
occurrence of certain events may be limited in certain circumstances ((a)
and (b) together, the "Enforceability Exceptions").
2. Insofar as the laws of the State of New York are applicable
thereto, when (A) the execution of the Subordinated Debt Indenture has been
duly authorized by the Company by appropriate action, (B) the Subordinated
Debt Indenture, in the form filed as an exhibit to the Registration
Statement, has been duly executed and delivered by the Company and the
Subordinated Debt Trustee, (C) the board of directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary action to approve the issuance and terms
of the Subordinated Debt Securities and related matters, (D) the terms of
the Subordinated Debt Securities and their issuance and sale have been duly
established in conformity with the Subordinated Debt Indenture so as not to
violate any applicable law or the Restated Certificate of Incorporation of
the Company, as amended, or result in default under or breach of any
agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company and (E) the Subordinated Debt
Securities, in the form established in accordance with the Subordinated
Debt Indenture filed as an exhibit to the Registration Statement, have been
duly executed and delivered by the Company and authenticated by the
Subordinated Debt Trustee in accordance with the provisions of the
Subordinated Debt Indenture and delivered and paid for as contemplated by
any applicable purchase, underwriting or similar agreement and the
Registration Statement, the Subordinated Debt Securities will constitute
valid and legally binding obligations of the Company, entitled to the
benefits of the Subordinated Debt Indenture and enforceable against the
Company in accordance with their terms, subject to the Enforceability
Exceptions.
3. Insofar as the laws of the State of New York are applicable
thereto, when (A) the execution of the Subordinated Deferrable Interest
Debentures Indenture has been duly authorized by the Company by appropriate
action, (B) the Subordinated Deferrable Interest Debentures Indenture, in
the form filed as an exhibit to the Registration Statement, has been duly
executed and delivered by the Company and the Subordinated Deferrable
Interest Debentures Trustee, (C) the board of directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary action to approve the issuance and terms
of the Subordinated Deferrable Interest Debentures and related matters, (D)
the terms of the Subordinated Deferrable Interest Debentures and their
issuance and sale have been duly established in conformity with the
Subordinated Deferrable Interest Debentures Indenture so as not to violate
any applicable law or the Restated Certificate of Incorporation of the
Company, as amended, or result in default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company and (E) the Subordinated Deferrable Interest
Debentures, in the form established in accordance with the Subordinated
Deferrable In-
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terest Debentures Indenture filed as an exhibit to the Registration
Statement, have been duly executed and delivered by the Company and
authenticated by the Subordinated Deferrable Interest Debentures Trustee in
accordance with the provisions of the Subordinated Deferrable Interest
Debentures Indenture and delivered and paid for as contemplated by any
applicable purchase, underwriting or similar agreement and the Registration
Statement, the Subordinated Deferrable Interest Debentures will constitute
valid and legally binding obligations of the Company, entitled to the
benefits of the Subordinated Deferrable Interest Debentures Indenture and
enforceable against the Company in accordance with their terms, subject to
the Enforceability Exceptions.
4. Insofar as the laws of the State of New York are applicable
thereto, when (A) the execution of the Trust Preferred Securities Guarantee
Agreement has been duly authorized by the Company by appropriate action,
(B) the Trust Preferred Securities Guarantee Agreement, in the form filed
as an exhibit to the Registration Statement, has been duly executed and
delivered by the Company and the trustee named therein, (C) the board of
directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary action to
approve the issuance and terms of the Trust Preferred Securities Guarantee
Agreement and related matters, (D) the terms of the Trust Preferred
Securities and their issuance and sale and the terms of the Trust Preferred
Securities Guarantee Agreement have been duly established in conformity
with the Amended and Restated Declaration of Trust so as not to violate any
applicable law or the Restated Certificate of Incorporation of the Company,
as amended, or the Certificate of Trust or the Amended and Restated
Declaration of Trust, or result in default under or breach of any agreement
or instrument binding upon the Company or the Trust and so as to comply
with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company or the Trust and (E) the Trust
Preferred Securities, in the form established in accordance with the
Amended and Restated Declaration of Trust filed as an exhibit to the
Registration Statement, have been duly executed and delivered by the Trust
in accordance with the provisions of the Amended and Restated Declaration
of Trust and delivered and paid for as contemplated by any applicable
purchase, underwriting or similar agreement and the Registration Statement,
the Trust Preferred Securities Guarantee Agreement will constitute a valid
and legally binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to the Enforceability
Exceptions.
5. Insofar as the laws of the State of New York are applicable
thereto, when (A) the execution of the warrant agreement pursuant to which
the Class A Common Stock Warrants will be issued (the "Warrant Agreement")
has been duly authorized by the Company by appropriate action, (B) the
Warrant Agreement has been duly executed and delivered by the Company and
the warrant agent thereunder, (C) the board of directors, including any
appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary action to approve the issuance and terms
of the Class A Common Stock Warrants and related matters, including,
without limitation, any neces-
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sary reservation of shares of Class A Common Stock issuable upon exercise
of Class A Common Stock Warrants, (D) the terms of the Class A Common Stock
Warrants and their issuance and sale have been duly established in
conformity with the Warrant Agreement so as not to violate any applicable
law or the Restated Certificate of Incorporation of the Company, as
amended, or result in default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company and (E) the Class A Common Stock Warrants, in
the form included in the Warrant Agreement, have been duly executed and
delivered by the Company and countersigned by the warrant agent thereunder
in accordance with the provisions of the Warrant Agreement and delivered
and paid for as contemplated by any applicable purchase, underwriting or
similar agreement and the Registration Statement, the Class A Common Stock
Warrants will constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms,
subject to the Enforceability Exceptions.
In giving our opinion, we are relying, without independent verification (A)
as to all matters of fact, upon certificates and written statements of officers
of the Registrants and (B) as to all matters of Delaware law, upon the opinion
of Morris, Nichols, Arsht & Tunnell dated of even date herewith and filed as
Exhibit 5.2 to the Registration Statement.
We are members of the Bar of the State of New York and do not purport to be
experts in or to express any opinion concerning the laws of any jurisdictions
other than the laws of the State of New York and the federal laws of the United
States of America. In rendering the opinions set forth above, we express no
opinion as to the laws of any jurisdictions other than the laws of the State of
New York and the federal laws of the United States.
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Opinions" and to the inclusion of this
opinion as an exhibit to the Registration Statement. Our consent to such
reference does not constitute a consent under Section 7 of the Securities Act,
as in consenting to such reference we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 of the Securities Act or under
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel