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Exhibit 5.3
[Letterhead of Richards, Layton & Finger, P.A.]
September 1, 2004
ACE Capital Trust III
c/o ACE Limited
30 Woodbourne Avenue
Hamilton, HM 08 Bermuda
Re: ACE Capital Trust III
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Ladies and Gentlemen:
We have acted as special Delaware counsel for ACE INA Holdings
Inc., a Delaware corporation (the "Company"), ACE Limited, a Cayman Islands
company limited by shares ("ACE Limited"), and ACE Capital Trust III, a
Delaware statutory 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:
(a) The Certificate of Trust of the Trust, dated as of May
19, 1999 (the "Certificate"), as filed in the office of the Secretary of
State of the State of Delaware (the "Secretary of State") on May 19, 1999;
(b) The Trust Agreement of the Trust, dated as of May 19, 1999 (the
"Original Trust Agreement"), among ACE Limited and the trustees of the Trust
named therein, as amended by the Assignment and Assumption Agreement and
First Amendment to the Original Trust Agreement, dated as of August 5, 1999,
among the Company, ACE Limited and the trustees of the Trust named therein,
and as amended by Amendment No. 2 to the Original Trust Agreement, dated as
of May 14, 2002, among the Company and the trustees of the Trust named
therein;
(c) A form of Amended and Restated Trust Agreement of the Trust
(including Exhibits A-1, A-2, C and E, the "Trust Agreement"), to be entered
into among the Company, as depositor, the trustees of the Trust named
therein, and the holders, from
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ACE Capital Trust III
September 1, 2004
Page 2
time to time, of undivided beneficial interests in the assets of the Trust,
incorporated by reference as an exhibit to the Registration Statement (as
defined below);
(d) The Registration Statement on Form S-3, as proposed to be filed
by the Trust, the Company and others with the Securities and Exchange
Commission on or about September 1, 2004 (the "Registration Statement"),
including a related preliminary prospectus (the "Prospectus"), relating to
the Preferred Securities of the Trust representing undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"); and
(e) A Certificate of Good Standing for the Trust, dated August 31,
2004, obtained from the Secretary of State.
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 in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) 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 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 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
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ACE Capital Trust III
September 1, 2004
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Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Securities Certificate for such Preferred Security
and the payment for the Preferred Security acquired by it, in accordance with
the Trust Agreement and the Registration Statement, (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Registration Statement, and
(viii) that Bank One Delaware, Inc. satisfies for the Trust Section 3807 of
the Delaware Statutory Trust Act, 12 DEL. C. Section 3801, ET SEQ. (the "Trust
Act"). 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 that 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 statutory trust under the Trust Act.
2. 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.
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ACE Capital Trust III
September 1, 2004
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We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In
addition, 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.
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.
BJK