EXHIBIT 5.1
_______________, 1997
LIFE Financial Corporation
10540 North Magnolia Avenue, Unit B
Riverside, California 92505
Gentlemen:
We have acted as counsel to LIFE Financial Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-1 (Registration No. ___-_____) (the
"Registration Statement"), under the Securities Act of 1933, as amended, with
respect to $__________ aggregate principal amount of ____% Junior Convertible
Subordinated Debentures due 2027 (the "Debentures") of the Company, $__________
aggregate liquidation amount of ____% Convertible Trust Preferred Securities
(the "Capital Securities") of Life Financial Capital Trust, a business trust
created under the laws of the State of Delaware (the "Trust"), shares of common
stock, par value $0.01 per share, of the Company (the "Common Stock") issuable
upon conversion of the Debentures and Capital Securities (the "Conversion
Shares") and the guarantee with respect to the Capital Securities (the
"Guarantee") to be executed and delivered by the Company for the benefit of the
holders from time to time of the Capital Securities.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Prospectus
that is a part of the Registration Statement (the "Prospectus"), the form of
Amended and Restated Declaration of Trust (the "Declaration") among the Company,
as Sponsor, State Street Bank and Trust Company, as Property Trustee, Delaware
Trust Capital Management, as Delaware Trustee, the administrators named therein
and the holders from time to time of beneficial interests in the assets of the
Trust, the form of Indenture (the "Indenture") between the Company and State
Street Bank and Trust Company, as Trustee (the "Trustee"), the form of Debenture
set forth in the Indenture, the form of Guarantee, and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives of
the Company as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.
Life Financial Corporation
____________________, 1997
Page 2
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company. We have also assumed (i) the due incorporation
and valid existence of the Company, (ii) that the Company has the requisite
corporate power and authority to enter into and perform its obligations under
the Declaration, the Indenture, the Debentures and the Guarantee and (iii) the
due authorization, execution and delivery of the Declaration, the Indenture, the
Debentures and the Guarantee by the Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that when the Declaration, the Indenture and the Guarantee
have been duly authorized, executed and delivered by the parties thereto:
1. The Debentures, when duly authenticated by the Trustee pursuant to the
terms of the Indenture, and delivered and paid for in accordance with the terms
of the Indenture and as contemplated by the Registration Statement, will be
validly issued and will constitute the legally binding obligations of the
Company, entitled to the benefits of the Indenture, in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
2. The Guarantee will constitute the legally binding obligation of the
Company, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
3. When certificates representing the Conversion Shares have been
manually signed by an authorized officer of the transfer agent and registrar for
the Common Stock, registered by such transfer agent and registrar and delivered
to the holders of Capital Securities upon conversion thereof in accordance with
the terms of the Declaration and the Indenture, the Conversion Shares will be
duly authorized and will be validly issued, fully paid and nonassessable.
Life Financial Corporation
____________________, 1997
Page 3
The opinions herein are limited to the laws of the State of Delaware and
the corporate laws of the State of Delaware, and we express no opinion as to the
effect on the matters covered by this opinion of the laws of any other
jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. Those opinions may not be
used or relied upon by any other person, nor, except as provided below, may this
letter or any copies hereof be furnished to a third party, filed with a
governmental agency, quoted, cited or otherwise referred to without our prior
written consent.
We understand that you have received an opinion from Prickett, Jones,
Elliott, Kristol & Schree, special Delaware counsel for the Company and the
Trust. We are expressing no opinion with respect to the matters contained in
such opinion.
Very truly yours,