EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger]
September 23, 1998
Reliance Capital Trust I
Reliance Bancorp, Inc.
585 Stewart Avenue
Garden City, New York 11530
Re: Reliance Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Reliance Bancorp, Inc., a
Delaware corporation (the "Company"), and Reliance Capital Trust I, a Delaware
business 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 April 20, 1998
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on April 20, 1998;
(b) The Declaration of Trust of the Trust, dated as of April 20, 1998,
among the Company and the trustees of the Trust named therein;
(c) The Amended and Restated Declaration of Trust of the Trust, dated
as of April 28, 1998 (including Annex I and Exhibits A-1 and A-2) (the "Trust
Agreement"), among the Company, as sponsor, the trustees of the Trust named
therein and the holders, from time to time, of undivided beneficial interests in
the assets of the Trust;
(d) The Registration Statement on Form S-4 (the "Registration
Statement"), including a preliminary prospectus (the "Prospectus") relating to
the 8.17% Capital Securities, of the Trust, Series B, representing undivided
beneficial interests in the assets of the Trust (each, an "Exchange Capital
Security" and collectively, the "Exchange Capital Securities"), as proposed to
be filed by the Company and the Trust with the Securities and Exchange
Commission on or about September 23, 1998; and
A-1
Reliance Capital Trust I
Reliance Bancorp, Inc.
September 23, 1998
Page 2
(e) A Certificate of Good Standing for the Trust, dated September 23,
1998, obtained from the Secretary of State.
Initially 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 constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and 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
an Exchange Capital Security is to be issued by the Trust (collectively, the
"Exchange Capital Security Holders") of a Certificate evidencing Exchange
Capital Securities substantially in the form of Exhibit A-1 to the Trust
Agreement and the consideration for the Exchange Capital Security acquired by it
in accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Exchange Capital Securities are issued to the Exchange Capital Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
A-2
Reliance Capital Trust I
Reliance Bancorp, Inc.
September 23, 1998
Page 3
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 business trust under the Business Trust Act.
2. The Exchange Capital 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 Exchange Capital 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 Exchange Capital Security
Holders may be obligated to make payments under the Trust Agreement.
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 Matters" 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.
-----------------------------------