[LETTERHEAD]
Exhibit 5(b)
September 23, 1998
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
Fleet Capital Trust V,
Fleet Capital Trust VI,
Fleet Capital Trust VII,
Fleet Capital Trust VIII,
Fleet Capital Trust IX, and
Fleet Capital Trust X
c/o Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by Fleet
Financial Group, Inc., a Rhode Island corporation ("Fleet"), Fleet Capital Trust
V, Fleet Capital Trust VI, Fleet Capital Trust VII, Fleet Capital Trust VIII,
Fleet Capital Trust IX and Fleet Capital Trust X, Delaware business trusts (the
"Trusts"), with the Securities and Exchange Commission (the "Commission") on the
date hereof (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of (i)
preferred securities of the Trusts (the "Preferred Securities") and (ii)
subordinated debt securities of Fleet (the "Subordinated Debt Securities").
The Subordinated Debt Securities will be issued in accordance with the
provisions of an indenture (the "Indenture") to be entered into between Fleet
and the First National Bank of Chicago, as trustee (the "Trustee"), the form of
which is filed as an Exhibit to the Registration Statement. The Preferred
Securities will be guaranteed by Fleet in the manner and to the extent set forth
in a Guarantee Agreement (the "Preferred Securities Guarantees"), the form of
which is incorporated by reference into the Registration Statement.
We have served as counsel for Fleet and the Trusts and in so acting, we
have examined the following documents and records:
Fleet Financial Group, Inc.
September 23, 1998
(1) The Registration Statement, including the prospectus (the
"Prospectus") and prospectus supplement (the "Prospectus Supplement") contained
therein and all Exhibits filed thereto;
(2) The form of Indenture;
(3) The form of Amended and Restated Declaration of Trusts to be used
in connection with the issuance of the Preferred Securities;
(4) The form of Subordinated Debt Security;
(5) The form of Preferred Securities Guarantee; and
(6) All corporate minutes and proceedings of Fleet relating to the
issuance of the Preferred Securities and the Subordinated Debt Securities.
We have also examined such further documents, records and proceedings
as we have deemed pertinent in connection with the issuance of the Subordinated
Debt Securities and the execution of the Preferred Securities Guarantee. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
validity of all laws and regulations. We also are familiar with the additional
proceedings proposed to be taken by Fleet in connection with the authorization,
registration, issuance and sale of the Subordinated Debt Securities and the
execution of the Preferred Securities Guarantee, and have assumed that all
documents relating thereto are duly executed and delivered in substantially the
forms reviewed by us. As to all questions of fact material to this opinion that
have not been independently established, we have replied upon certificates or
comparable documents of officers and representatives of Fleet and the Trusts.
We express no opinion with respect to matters involving the Delaware
Business Trust Act, as amended, and the rules and regulations thereunder.
Based on the foregoing, and subject to the qualifications stated
herein, it is our opinion that:
1. The Subordinated Debt Securities have been duly and validly authorized
by Fleet and, when executed, authenticated, issued and delivered in the manner
contemplated in the Indenture, will constitute legal, valid and binding
obligations of Fleet, entitled to the benefits of the Indenture and enforceable
against it in accordance with their terms except as enforcement may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
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Fleet Financial Group, Inc.
September 23, 1998
similar laws or equitable principles relating to or limiting creditors' rights
and remedies generally and except to the extent that rights to indemnification
thereunder may be limited by federal or state securities laws or public policy
relating thereto. We express no opinion as to the availability of equitable
remedies.
2. The Preferred Securities Guarantees have been duly and validly
authorized by Fleet and, when executed and delivered by Fleet, will constitute
the legal, valid and binding obligations of Fleet except as enforcement may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws or equitable principles relating to or limiting
creditors' rights and remedies generally. We express no opinion as to the
availability of equitable remedies.
We are qualified to practice law in the State of Rhode Island and we do
not purport to express any opinion herein concerning any law other than the laws
of the State of Rhode Island and the federal law of the United States.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent.
V. Duncan Johnson, a partner of Edwards & Angell, LLP, is a director of
Fleet National Bank, a subsidiary of Fleet, and beneficially owns 4,052
shares of the common stock, $0.01 par value per share of Fleet, together with
the associated preferred share purchase rights.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Prospectus which
is part of the Registration Statement.
Very truly yours,
/s/ Edwards & Angell, LLP
Edwards & Angell, LLP
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