Exhibit 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
September 30, 1998
United Community Capital Trust
c/o United Community Banks, Inc.
59 Highway 515
P.O. Box 398
Blairsville, Georgia 30512
Re: United Community Capital Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for United Community
Banks, Inc., a Georgia Bank Holding Company (the "Company"), and United
Community Capital Trust, 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:
() The Certificate of Trust of the Trust, dated as of July 13,
1998 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on July 13, 1998;
() The Trust Agreement of the Trust, dated as of July 13,
1998, by and between the Company, as depositor, and Chase Manhattan Bank
Delaware, a Delaware banking corporation, as trustee of the Trust;
United Community Capital Trust
September 30, 1998
Page 2
() The Amended and Restated Trust Agreement of the Trust, dated
as of July 20, 1998 (including Exhibits A, C, D and E thereto) (the "Trust
Agreement"), among the Company, as depositor, the trustees and administrators
named therein and the several holders from time to time of beneficial
interests in the Trust;
() The registration statement on Form S-4, including a related
preliminary prospectus (the "Prospectus"), relating to the 8.125% New Capital
Securities of the Trust representing undivided beneficial interests in the
assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities"), as proposed to be filed by the Company and the Trust
with the Securities and Exchange Commission (the "SEC") on or about September
30, 1998 (the "Registration Statement"); and
() A Certificate of Good Standing for the Trust, dated September
30, 1998, 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 Preferred Security is to be
issued by the Trust (collectively, the "Preferred Security
United Community Capital Trust
September 30, 1998
Page 3
Holders") of a certificate evidencing the Preferred Security, in accordance
with the Trust Agreement and the Registration Statement, and (vii) that the
Preferred Securities are issued to the Preferred Security Holders in
accordance with the Trust Agreement 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 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 Delaware Business Trust Act, 12
Del. C. ss. 3801, et seq.
2. When issued and sold, the Preferred 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 Preferred 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 Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.
United Community Capital Trust
September 30, 1998
Page 4
We consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. In addition, we hereby consent to the
use of our name under the heading "Validity of New 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 SEC 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, P.A
MIL/GWL/RRM/mag