Exhibit 5.2
Letterhead of Richards, Layton & Finger, P.A.
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October 4, 2001
BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
c/o Bank of America Corporation
Bank of America Corporate Center
Charlotte, North Carolina 28255
Re: BAC Capital Trust I, BAC Capital Trust II,
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BAC Capital Trust III and BAC Capital Trust IV
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Bank of America
Corporation, a Delaware corporation (the "Company"), BAC Capital Trust I, a
Delaware business trust ("Trust I"), BAC Capital Trust II, a Delaware business
trust ("Trust II"), BAC Capital Trust III, a Delaware business trust ("Trust
III") and BAC Capital Trust IV, a Delaware business trust ("Trust VI") (Trust I,
Trust II, Trust III and Trust IV are hereinafter collectively referred to as the
"Trusts" and sometimes hereinafter individually referred to as a "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 Trust I, as filed with
the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on September 27,
2001;
(b) The Certificate of Trust of Trust II, as filed with
the Secretary of State on September 27, 2001;
BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
October 4, 2001
Page 2
(c) The Certificate of Trust of Trust III, as filed with
the Secretary of State on September 27, 2001;
(d) The Certificate of Trust of Trust IV, as filed with
the Secretary of State on September 27, 2001;
(e) The Declaration of Trust of Trust I, dated as of
September 27, 2001, among the Company and the
trustees named therein;
(f) The Declaration of Trust of Trust II, dated as of
September 27, 2001, among the Company and the
trustees named therein;
(g) The Declaration of Trust of Trust III, dated as of
September 27, 2001, among the Company and the
trustees named therein;
(h) The Declaration of Trust of Trust IV, dated as of
September 27, 2001, among the Company and the
trustees named therein;
(i) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary
prospectus (the "Prospectus"), relating to the
Capital Securities of the Trusts representing
preferred undivided beneficial interests in the
assets of the Trusts (each, a "Capital Security" and
collectively, the "Capital Securities"), filed by the
Company and the Trusts with the Securities and
Exchange Commission on or about October 4, 2001;
(j) A form of Amended and Restated Declaration of Trust
for each of the Trusts, to be entered into between
the Company, the trustees of the Trust named therein,
and the holders, from time to time, of the undivided
beneficial interests in the assets of such Trust
(collectively, the "Declarations of Trust" and
individually, a "Declaration of Trust"), attached as
an exhibit to the Registration Statement; and
(k) A Certificate of Good Standing for each of the
Trusts, dated October 4, 2001, obtained from the
Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Declarations of Trust.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (k) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (k) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists
BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
October 4, 2001
Page 3
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 each of
the Declarations of Trust will constitute 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 applicable Trust, and that the
Declarations of Trust and the Certificates of Trust will be in full force and
effect and will not be amended, (ii) except to the extent provided in paragraph
1 below, the 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 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 Capital Security is to be issued by the Trusts (collectively, the "Capital
Security Holders") of a Capital Security Certificate for such Capital Security
and the payment for such Capital Security, in accordance with the Declarations
of Trust and the Registration Statement, and (vii) that the Capital Securities
are authenticated, issued and sold to the Capital Security Holders in accordance
with the Declarations of Trust and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their 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 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. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the Business Trust Act.
BAC Capital Trust I, BAC Capital Trust II
BAC Capital Trust III & BAC Capital Trust IV
October 4, 2001
Page 4
2. The Capital Securities of each Trust will represent valid
and, subject to the qualifications set forth in paragraph 3 below, legally
issued, fully paid and nonassessable undivided beneficial interests in the
assets of the applicable Trust.
3. The Capital Security Holders, as beneficial owners of the
applicable 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 Capital
Security Holders may be obligated to make payments as set forth in the
Declarations of 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 Opinions" 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.
EAM/gmh