Exhibit 5(a)
January 21, 1997
Wachovia Capital Trust II
Wachovia Capital Trust III
Wachovia Capital Trust IV
c/o Wachovia Corporation
100 North Main Street
Winston-Salem, North Carolina 27101
Re: Wachovia Capital Trust II, Wachovia Capital Trust
III and Wachovia Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for Wachovia
Corporation, a North Carolina corporation (the "Company"), Wachovia Capital
Trust II, a Delaware business trust ("Trust II"), Wachovia Capital Trust III, a
Delaware business trust ("Trust III"), and Wachovia Capital Trust IV, a Delaware
business trust ("Trust IV") (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 II, dated January 6,
1997 as filed with the office of the Secretary of State of the State of Delaware
(the "Secretary of State") on January 6, 1997;
Wachovia Capital Trust II
Wachovia Capital Trust III
Wachovia Capital Trust IV
January 21, 1997
Page 2
(b) The Certificate of Trust of Trust III, dated
January 6, 1997, as filed with the Secretary of State on
January 6, 1997;
(c) The Certificate of Trust of Trust IV, dated
January 6, 1997, as filed with the Secretary of State of
January 6, 1997;
(d) The Declaration of Trust of Trust II, dated as of
January 6, 1997 among the Company and the trustees of Trust II
named therein;
(e) The Declaration of Trust of Trust III, dated as of
January 6, 1997 among the Company and the trustees of Trust III
named therein;
(f) The Declaration of Trust of Trust IV, dated as of
January 6, 1997 among the Company and the trustees of Trust IV
named therein;
(g) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus and prospectus supplement with
respect to the Trusts (the "Prospectus"), relating to the Preferred Securities
of the Trusts representing preferred beneficial interests in the assets of the
Trusts (each, a "Preferred Security" and collectively, the "Preferred
Securities"), filed by the Company and the Trusts with the Securities and
Exchange Commission on January 7, 1997;
(h) 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 (including the exhibits and
Annex I thereto)(collectively, the "Declarations" and individually, a
"Declaration"), attached as an exhibit to the Registration Statement; and
(i) A Certificate of Good Standing for each of the Trusts,
dated January 20, 1997, 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 (i) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (i) 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
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Wachovia Capital Trust II
Wachovia Capital Trust III
Wachovia Capital Trust IV
January 21, 1997
Page 3
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 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 applicable Trust, and that the Declarations and
the Certificates of Trust are in full force and effect and have not been
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 Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Declarations and
the Registration Statement, and (vii) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the Declarations
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 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
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Wachovia Capital Trust II
Wachovia Capital Trust III
Wachovia Capital Trust IV
January 21, 1997
Page 4
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.
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 the applicable
Trust.
3. The Preferred 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 Preferred
Security Holders may be obligated to make payments as set forth in the
Declaration.
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 "Validity of Securities" 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,
/s/ Richards, Layton & Finger
Richards, Layton & Finger
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