EXHIBIT 5.2
[Letterhead]
September 14, 1999
Heartland Financial Capital Trust I
c/o Heartland Financial USA, Inc.
1398 Central Avenue
P.O. Box 778
Dubuque, IA 52004-0778
Re: HEARTLAND FINANCIAL CAPITAL TRUST I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Heartland
Financial USA, Inc., a Delaware corporation ("Heartland"), and Heartland
Financial 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 Trust Agreement of the Trust, dated as of
September 13, 1999 (the "Original Trust Agreement"),
among Heartland, First Union Trust Company, National
Association, a national banking association with its
principal place of business in the State of Delaware
("First Union"), as trustee (the "Delaware Trustee"),
and Lynn B. Fuller, John K. Schmidt and Jacquie M.
Manternach, as administrative trustees (the
"Administrative Trustees");
(b) A form of Amended and Restated Trust Agreement for
the Trust, among Heartland, the Delaware Trustee,
First Union, as property trustee (the "Property
Trustee"), the Administrative Trustees, and the
holders, from time to time, of the undivided
beneficial ownership interests in the assets of such
Trust (including Exhibits B and D thereto) (the
"Amended and Restated Trust Agreement;" and, together
with the Original Trust Agreement, the "Trust
Agreement");
(d) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary
prospectus with respect to the Trust (the
"Prospectus"), relating to the Capital Securities of
the Trusts representing preferred undivided
beneficial ownership interests in the assets of the
Heartland Financial Capital Trust I
September 14, 1999
Page 2
Trusts (each, a "Capital Security" and collectively,
the "Capital Securities"), filed by Heartland and the
Trust with the Securities and Exchange Commission on
September 15, 1999; and
(e) A Certificate of Good Standing for the Trust, dated
September 14, 1999, 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 bears upon or 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 will constitute 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, that the Certificate of
Trust is in full force and effect and has not been amended and that the Trust
Agreement will be in full force and effect and will not be 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 Security is to be issued by the Trusts
(collectively, the "Preferred Security Holders") of a Preferred Security
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, and (vii) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the Trust
Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement or Prospectus and assume no
Heartland Financial Capital Trust I
September 14, 1999
Page 3
responsibility for their 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.
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 business trust under the Delaware Business Trust Act, 12 DEL.
C. Section 3801, ET SEQ.
2. The Preferred Securities of the Trust have been duly
authorized by the Trust Agreement and will be duly and validly issued 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.
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 reference to us as local counsel under the headings
"Legal Matters" in the Prospectus Supplement and "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.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.