[LETTERHEAD OF RICHARDS, LAYTON & FINGER, PA]
September 20, 2000
First Banks, Inc.
135 North Meramec
St. Louis, MO 63105
Re: First Preferred Capital Trust II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for First Banks,
Inc., a Missouri corporation (the "Company") and First Preferred Capital
Trust II, 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 with
the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on September 12, 2000;
(b) The Trust Agreement of the Trust, dated as of
September 8, 2000, among the Company and the trustees named therein;
(c) The Registration Statement (the "Registration
Statement") on Form S-2, including a preliminary prospectus with respect
to the Trust (the "Prospectus"), relating to the Cumulative Trust
Preferred Securities of the Trust representing preferred undivided
beneficial interests in the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), as filed by the Company and
the Trust with the Securities and Exchange Commission on or about
September 20, 2000.
(d) A form of Amended and Restated Trust Agreement for the
Trust, to be entered into between the Company, the trustees of the Trust
named therein, and the holders, from
First Banks, Inc.
September 20, 2000
Page 2
time to time, of the undivided beneficial interests in the assets of
such Trust (including the Exhibits thereto) (the "Trust Agreement"),
attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated
September __, 2000, 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 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 applicable
Trust, and that the Trust Agreement and the Certificate of Trust will be
in full force and effect and will not be amended, (ii) except to the
extent provided in paragraph 1 below, the 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 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 Trust (collectively, the "Preferred Security Holders") of
a Preferred Security Certificate for such Preferred Security and the
payment for such Preferred Security, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the Preferred
Securities are authenticated, 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 the Prospectus and assume no responsibility
for their contents.
First Banks, Inc.
September 20, 2000
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 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 Business Trust
Act.
2. The Preferred Securities of the Trust will represent
valid and, subject to the qualifications set forth in paragraph 3 below,
fully paid and nonassessable 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. 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.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
EAM