CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617) 248-5000
FACSIMILE (617) 248-4000
September 30, 1998
The Board of Directors
Liberty Financial Companies, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to Liberty Financial Companies, Inc. (the
"Company") in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") on September 14, 1998 under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the issuance and sale from time to time pursuant to Rule 415 of the
General Rules and Regulations promulgated under the Act, of among other
securities, unsecured senior debt securities (the "Debt Securities") of the
Company. The Debt Securities are to be issued pursuant to an Indenture (such
indenture, as it may be supplemented from time to time in accordance with the
terms thereof, the "Indenture"), between the Company and State Street Bank and
Trust Company, as trustee (the "Trustee").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Registration
Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement; (ii) a copy of the Indenture; (iii) the Amended and Restated
Certificate of Incorporation of the Company (the "Certificate of
Incorporation"); (iv) the By-Laws of the Company, as currently in effect (the
"By-Laws"); and (v) resolutions of the Board of Directors of the Company,
adopted on September 9, 1998. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
The Board of Directors
Liberty Financial Services, Inc.
September 30, 1998
Page 2
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed or to be executed by parties other than the Company, we have
assumed that such parties had or will have the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents constitute
valid and binding obligations of such parties. In addition, we have assumed that
the terms of the Debt Securities will have been established so as not to violate
any applicable law, the Certificate of Incorporation or By-Laws of the Company
or result in a 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. As to
any facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of other officers of the Company and others.
We express no opinion as to the laws of any jurisdiction other than The
Commonwealth of Massachusetts, the General Corporation Law of State of Delaware
and the federal securities laws of the United States of America.
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
pursuant to the laws of the Commonwealth of Massachusetts.
2. With respect to any series of Debt Securities, when (i) the
Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement with respect to the Debt Securities has been
prepared, delivered and filed in compliance with the Act and the applicable
rules and regulations thereunder; (iii) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and terms of
the Debt Securities and related matters; (iv) the terms of the Debt Securities
have been established in conformity with the Indenture; (v) the Debt Securities
are duly executed, delivered, authenticated and issued in accordance with the
Indenture and delivered and paid for in the manner contemplated in the
Registration Statement or any prospectus supplement relating thereto; and (vi)
if the Debt Securities are to be sold pursuant
The Board of Directors
Liberty Financial Services, Inc.
September 30, 1998
Page 3
to a firm commitment underwritten offering, the underwriting agreement with
respect to the Debt Securities has been duly authorized, executed and delivered
by the parties thereto, the Debt Securities will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also hereby consent to the use of
our name under the heading "Validity of Securities" in the prospectus which
forms a part of the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of the date
hereof, and we disclaim any undertaking to advise you of any subsequent changes
in the facts stated or assumed herein or of any subsequent changes in applicable
law.
Very truly yours,
/s/ Choate, Hall & Stewart
Choate, Hall & Stewart