Exhibit 5.2
[LETTERHEAD]
October 2, 1998
Argo Capital Trust Co.
c/o Argo Bancorp, Inc.
7600 West 63rd Street
Summit, Illinois 60501
Re: Argo Capital Trust Co.
Ladies and Gentlemen:
We have acted as special Delaware counsel for Argo Capital Trust
Co., 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, as filed in the office
of the Secretary of State of the State of Delaware (the "Secretary of State")
on July 16, 1998 (the "Certificate");
(b) The Trust Agreement of the Trust, dated as of July 16, 1998,
between Argo Bancorp, Inc., a Delaware corporation (the "Company"), and
Wilmington Trust Company, a Delaware banking corporation (the "Trustee"),
(c) The Registration Statement (the "Registration Statement") on
Form S-1 including a prospectus (the "Prospectus") relating to the Capital
Securities of the Trust representing preferred undivided beneficial interests
in the Trust (each, a "Capital Security" and collectively, the "Capital
Securities"), as filed by the Company and the Trust as set forth therein with
the Securities and Exchange Commission on or about October 2, 1998;
(d) A form of Amended and Restated Declaration of Trust of the
Trust, to be entered into among the Company, the trustees of the Trust named
therein and the holders, from time to time, of the undivided beneficial
interests in the assets of the Trust (the "Trust Agreement"); and
Argo Capital Trust Co.
October 2, 1998
Page 2
(e) A Certificate of Good Standing for the Trust, dated October 2,
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 above. 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 a Capital Security is to be issued by the Trust
(collectively, the "Capital Security Holders") of an appropriate certificate
for such Capital Security and the payment for the Capital Security acquired
by it, in accordance with the Trust Agreement and the Prospectus, and (vii)
that the Capital Securities are issued and sold to the Capital Security
Holders in accordance with the Trust Agreement and the Prospectus. 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 which are currently in effect.
Argo Capital Trust Co.
October 2, 1998
Page 3
Based upon the foregoing, and upon our examination of such
questions of law 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 business trust under the Delaware Business Trust Act, 12
Del. C Section 3801, et seq.
2. The Capital Securities to be issued to the Capital Security
Holders 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 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 the Capital
Security Holders may be obligated to make payments as set forth in 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.
WF/CDR