Exhibit 5(c)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIIRD AVENUE
NEW YORK 10022-3897
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TEL: (212) 735 3000
FAX: (212) 735 2000
September 23, 1998
Fleet Financial Group, Inc.
Fleet Capital Trust V
Fleet Capital Trust VI
Fleet Capital Trust VII
Fleet Capital Trust VIII
Fleet Capital Trust IX
Fleet Capital Trust X
c/o Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Re: Fleet Financial Group, Inc.;
Fleet Capital Trust V, VI, VII, VIII,
IX and X; Registration Statement on
Form S-3 (Registration No. 333-62905)
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Ladies and Gentlemen:
We have acted as special Delaware counsel to (1) 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 (each, a "Fleet
Capital Trust" and, together, the "Fleet Capital Trusts"), each a statutory
business trust formed under the laws of the State of Delaware, and (2) Fleet
Financial Group, Inc., a corporation organized under the laws of the State of
Rhode Island (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (Registration No. 333-62905), filed by the
Company and the Fleet Capital Trusts with the Securities and Exchange
Commission (the "Commission") on September 4, 1998 under the Securities Act
of 1933, as amended (the "Act"), and Amendment No. 1 thereto, filed with the
Commission on September 23, 1998 (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"), in connection
with the public offering of preferred securities (the "Trust Preferred
Securities") of each of the Fleet Capital Trusts, and certain other
securities.
Fleet Capital Trust V, VI, VII, VIII, IX and X
Fleet Financial Group, Inc.
September 23, 1998
Page 2
The Trust Preferred Securities of each Fleet Capital Trust are to
be issued pursuant to the Amended and Restated Declaration of Trust of such
Fleet Capital Trust (each, a "Declaration" and, collectively, the
"Declarations"), each such Declaration being among the Company, as sponsor,
First Chicago Delaware Inc., as Delaware trustee (the "Delaware Trustee"),
The First National Bank of Chicago, as institutional trustee (the
"Institutional Trustee"), and, in the case of Fleet Capital Trust V, Fleet
Capital Trust VI, Fleet Capital Trust VII and Fleet Capital Trust VIII,
Eugene M. McQuade, Douglas L. Jacobs and John R. Rodehorst, and in the case
of Fleet Capital Trust IX and Fleet Capital Trust X, William C. Mutterperl,
Douglas L. Jacobs and John R. Rodehorst as trustees (together, the "Regular
Trustees").
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 our satisfaction, of (i) the certificate of
trust of each of the Fleet Capital Trusts (the "Certificates of Trust"), in the
case of (a) Fleet Capital Trust V, filed with the Secretary of State of the
State of Delaware on November 1, 1996, (b) Fleet Capital Trust VI, Fleet Capital
Trust VII and Fleet Capital Trust VIII, filed with the Secretary of State of the
State of Delaware on March 16, 1998, and (c) Fleet Capital Trust IX and Fleet
Capital Trust X, filed with the Secretary of State of the State of Delaware on
September 3, 1998; (ii) the form of the Declaration of each of the Fleet
Capital Trusts; (iii) the form of the Trust Preferred Securities of each of the
Fleet Capital Trusts and (iv) the Registration Statement. 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.
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 by parties other than the Fleet Capital Trusts, we have
assumed that such parties had 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 Declaration
of each
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Fleet Capital Trust V, VI, VII, VIII, IX and X
Fleet Financial Group, Inc.
September 23, 1998
Page 3
Fleet Capital Trust and the Trust Preferred Securities of each Fleet Capital
Trust, when executed, will be executed in substantially the forms reviewed by
us. 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 officers, trustees and other representatives
of the Company, the Fleet Capital Trusts and others.
Members of our firm are admitted to the bar in the State of Delaware,
and we do not express any opinion as to the laws of any jurisdiction other than
the laws of the State of Delaware.
Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that the Trust Preferred
Securities of each Fleet Capital Trust, when the Declaration of such Fleet
Capital Trust is duly executed and delivered by the parties thereto and the
terms of the Trust Preferred Securities are established in accordance with the
terms of the Declaration of such Fleet Capital Trust, will be duly authorized
for issuance and, when issued, executed and authenticated in accordance with the
Declaration of such Fleet Capital Trust and delivered and paid for as
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable, representing undivided beneficial interests in the assets of
such Fleet Capital Trust; and the holders of such Trust Preferred Securities
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 bring to your attention, however,
that the holders of Trust Preferred Securities of each Fleet Capital Trust may
be obligated, pursuant to the Declaration of such Fleet Capital Trust, to (i)
provide indemnity and/or security in connection with and pay taxes or
governmental charges arising from transfers of such Trust Preferred Securities
and (ii) provide security and indemnity in connection with the requests of or
directions to the Institutional Trustee of such Fleet Capital Trust to exercise
its rights and powers under the Declaration of such Fleet Capital Trust.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the use of our name under the heading
"Legal Matters" in the prospectus which forms a part of the Registration
Statement. We also hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In
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Fleet Capital Trust V, VI, VII, VIII, IX and X
Fleet Financial Group, Inc.
September 23, 1998
Page 4
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 unless otherwise
expressly stated, 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/ Skadden, Arps, Slate, Meagher & Flom LLP
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