UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 13-3949418
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue 10022
New York, New York (Zip Code)
(Address of Principal Executive Offices)
Charter Municipal Mortgage Acceptance Company Incentive Share Option Plan
(Full title of the plan)
Stuart J. Boesky
Managing Trustee
625 Madison Avenue
New York, New York 10022
(Name and address of agent for service)
(212) 421-5333
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
==============================================================================================================================
Title of securities to be registered Proposed maximum Proposed maximum Amount of
Amount to be offering price per aggregate offering registration
registered share(1) price(1) fee(1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Beneficial Interest 2,081,138 $13.4375 $27,965,292.00 $8,249.76
==============================================================================================================================
(1) Pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act of 1933, as amended (the "Securities Act"), the
proposed maximum offering price per share of such shares of beneficial interest is estimated solely for the purpose of
determining the registration fee and is based upon the average of the high and low prices per share of the
Registrant's shares of beneficial interest reported on the American Stock Exchange on June 1, 1998.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this
Item will be sent or given to each participant who has been granted options
("Options") for the purchase of beneficial interests (the "Shares") of Charter
Municipal Mortgage Acceptance Company, a Delaware business trust (the
"Registrant") under the Charter Municipal Mortgage Acceptance Company Incentive
Share Option Plan (the "Plan"), and are not being filed with, or included in,
this Registration Statement on Form S-8 (the "Registration Statement") in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
The documents containing the information specified in this
Item will be sent or given to each Independent Trustee of the Registrant who has
entered into a Letter Agreement (a "Letter Agreement") with the Registrant
pursuant to which such Independent Trustee will each be entitled to receive
Shares as compensation for his or her service on the Registrant's Board of
Trustees, and are not being filed with, or included in, the Registration
Statement in accordance with the rules and regulations of the Commission.
Item 2. Registration Information and Employee Plan Annual Information
The documents containing the information specified in this
Item will be sent or given to employees who have been granted Options under the
Plan, and to each Independent Trustee who has entered into a Letter Agreement
and are not being filed with, or included in, this Registration Statement in
accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents, which have been heretofore filed with
the Commission by the Registrant, are incorporated by reference in this
Registration Statement:
(a) The Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1998 (File Number 001-13237), as filed with the
Commission on May 20, 1998.
(b) The Registrant's annual report on Form 10-K/A for the
fiscal year ended December 31, 1997 (File Number 001-13237), as filed with the
Commission on April 17, 1998.
(c) The Registrant's current report on Form 8-K, as filed
with the Commission on March 19, 1998.
(d) The description of the Registrant's Shares contained in
the Registrant's Form 10 Registration Statement under the caption "Description
of Registrant's Securities to be Registered", as filed with the Commission on
August 1, 1997 (File Number 001-13237) pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
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<PAGE>
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article XII of the Registrant's Bylaws provides that, to the
maximum extent permitted by Delaware law in effect from time to time and in
addition to any rights set forth in the Registrant's Amended and Restated Trust
Agreement (the "Trust Agreement"), the Registrant shall indemnify and, without
requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any individual who is a present or former
trustee, manager, officer (if any), employee or agent of the Registrant and who
is made a party to the proceeding by reason of his service in that capacity or
(b) any individual who, while a trustee, manager, officer (if any), employee or
agent of the Registrant and at the request of the Registrant, serves or has
served another corporation, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service in
that capacity. The Registrant may, with the approval of its Board of Trustees,
provide such indemnification and advance for expenses to a Person who served a
predecessor of the Registrant in any of the capacities described in (a) or (b)
above and to any officer (if any), employee or agent of the Registrant or a
predecessor of the Registrant.
Section 14.1 of the Registrant's Trust Agreement provides
that, to the maximum extent permitted by Delaware law in effect from time to
time and in addition to any rights set forth in the Registrant's Amended and
Restated Trust Agreement (the "Trust Agreement"), the Registrant shall indemnify
and, without requiring a preliminary determination of the ultimate entitlement
to indemnification, shall pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any individual who is a present or
former trustee, manager, officer (if any), employee or agent of the Registrant
and who is made a party to the proceeding by reason of his service in that
capacity or (b) any individual who, while a trustee, manager, officer (if any),
employee or agent of the Registrant and at the request of the Registrant, serves
or has served another corporation, partnership, joint venture, trust, employee
benefit plan or any other enterprise as a director, officer, partner or trustee
of such corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise and who is made a party to the
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<PAGE>
proceeding by reason of his service in that capacity. The Registrant may, with
the approval of its Board of Trustees, provide such indemnification and advance
for expenses to a Person who served a predecessor of the Registrant in any of
the capacities described in (a) or (b) above and to any officer (if any),
employee or agent of the Registrant or a predecessor of the Registrant.
To the fullest extent permitted by law, the Registrant shall
indemnify its present and former Managing Trustees, the Manager and its
officers, directors, members, partners and employees and agents (the
"Indemnified Part(y)(ies)") against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the
Indemnified Party was material to the matter giving rise to the proceeding and
(i) was committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the Indemnified Party actually received an improper personal
benefit in money, property or services, or (c) in the case of any criminal
proceeding, the Indemnified Party had reasonable cause to believe that the act
or omission was unlawful. In addition, the Registrant shall pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to any
present or former Indemnified Party, provided that the Registrant first obtains
(i) a written affirmation by the Indemnified Party of his or its good-faith
belief that he or it has met the standard of conduct necessary for
indemnification by the Registrant as authorized by the Trust Agreement and (ii)
a written statement by him or it or on his or its behalf to repay the amount
paid or reimbursed by the Registrant if it shall ultimately be determined that
the standard of conduct was not met. The Registrant shall also provide
indemnification and advance expenses to any present or former Indemnified Party
who served a predecessor of the Registrant in such capacity.
Section 14.2 of the Registrant's Trust Agreement provides
that, to the fullest extent permitted by law, the Registrant shall indemnify and
hold harmless the Registered Trustee and its affiliates, and their respective
officers, directors, employees, agents and representatives, (collectively, the
"Registered Trustee Persons") from and against any and all claims or liabilities
(including any environmental liabilities) for which any such Person may become
liable by reason of the Registered Trustee's acting in such capacity under the
Trust Agreement or arising out of or connected with (i) the Registrant, (ii) the
Trust Agreement, (iii) any breach of duty owed to the Registrant or the
shareholders by a third party or (iv) any violation or alleged violation of
federal or state securities laws. The Registrant shall not indemnify such
Persons for liabilities resulting from such Persons' own fraud, gross negligence
or willful misconduct. In addition, the Registrant shall pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to any
present or former Registered Trustee Person, provided that the Registrant first
obtains (i) a written affirmation by the Registered Trustee Person of his or its
good-faith belief that he or it has met the standard of conduct necessary for
indemnification by the Registrant as authorized by this Trust Agreement and (ii)
a written statement by him or it or on his or its behalf to repay the amount
paid or reimbursed by the Registrant if it shall ultimately be determined that
the standard of conduct was not met. The Registrant shall also provide
indemnification and advance expenses to any present or former Registered Trustee
Person who served a predecessor of the Registrant in such capacity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Charter Municipal Mortgage Acceptance Company Incentive Share
Option Plan (filed as Exhibit 10.(aaah) to the Registrant's Annual
Report on Form 10-K/A filed on April 17, 1998 and incorporated
herein by reference).
4.2 Letter Agreement between the Company and Arthur P. Fisch dated
April 3, 1998.
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<PAGE>
4.3 Letter Agreement between the Company and Peter T. Allen dated
April 3, 1998.
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
5.2 Opinion of Richards, Layton & Finger, P.A. regarding the legality
of the securities being registered.
23.1 Consent of Battle Fowler LLP (included in Exhibit 5.1).
23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
23.3 Consent of Deloitte & Touche LLP.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) (ss.230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
-5-
<PAGE>
(b) The undersigned Registrant hereby undertakes that,
for determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 3rd day of
June, 1998.
CHARTER MUNICIPAL MORTGAGE
ACCEPTANCE COMPANY
By: /s/ Stuart J. Boesky
--------------------
Stuart J. Boesky
Managing Trustee
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ J. Michael Fried Managing Trustee and June 3, 1998
- ----------------------------- Chairman of the Board
J. Michael Fried
/s/ Stuart J. Boesky Managing Trustee June 3, 1998
- -----------------------------
Stuart J. Boesky
/s/ Peter T. Allen Managing Trustee June 3, 1998
- -----------------------------
Peter T. Allen
/s/ Arthur P. Fisch Managing Trustee June 3, 1998
- -----------------------------
Arthur P. Fisch
/s/ Alan P. Hirmes Managing Trustee June 3, 1998
- -----------------------------
Alan P. Hirmes
</TABLE>
-7-
<PAGE>
EXHIBIT INDEX
Exhibits
4.1 Charter Municipal Mortgage Acceptance Company Incentive Share
Option Plan (filed as Exhibit 10.(aaah) to the Registrant's Annual
Report on Form 10-K/A filed on April 17, 1998 and incorporated
herein by reference).
4.2 Letter Agreement between the Company and Arthur P. Fisch dated
April 3, 1998.
4.3 Letter Agreement between the Company and Peter T. Allen dated
April 3, 1998.
5.1 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
5.2 Opinion of Richards, Layton & Finger, P.A. regarding the legality
of the securities being registered.
23.1 Consent of Battle Fowler LLP (included in Exhibit 5.1).
23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.2).
23.3 Consent of Deloitte & Touche LLP.
Exhibit 4.2
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
625 MADISON AVENUE
NEW YORK, NEW YORK 10022
April 3, 1998
Arthur P. Fisch
71 Murray Street
New York, New York 10007
Dear Mr. Fisch:
This letter agreement will confirm that the terms of your compensation
as a member of the Board of Trustees of Charter Municipal Mortgage Acceptance
Company, a Delaware business trust (the "Company"), are as follows:
As a Trustee of the Company, you will be entitled to receive
compensation at the rate of $15,000 per year in shares of beneficial interest of
the Company, up to $5,000 of which may be received in cash at your option. The
value of the shares of beneficial interest of the Company issued to you will be
based on the fair market value at the date of issuance of such shares. You will
also receive reimbursement of travel and other expenses and other out-of-pocket
disbursements incurred in attending any meetings of the Board of Trustees of the
Company.
If this letter accurately describes the compensation terms of your
position as a Trustee of the Company, please sign each enclosed original where
indicated below, and return one of the signed originals to my attention.
I look forward to our continuing efforts on behalf of the Company.
Sincerely yours,
/s/ Stuart J. Boesky
------------------------
Stuart J. Boesky
President
Agreed and Acknowledged this
3rd day of April, 1998
/s/ Arthur P. Fisch
- -------------------
Arthur P. Fisch
Exhibit 4.3
CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY
625 MADISON AVENUE
NEW YORK, NEW YORK 10022
April 3, 1998
Peter T. Allen
617 Detroit Street, #100
Ann Arbor, MI 48104
Dear Mr. Allen:
This letter agreement will confirm that the terms of your compensation
as a member of the Board of Trustees of Charter Municipal Mortgage Acceptance
Company, a Delaware business trust (the "Company"), are as follows:
As a Trustee of the Company, you will be entitled to receive
compensation at the rate of $15,000 per year in shares of beneficial interest of
the Company, up to $5,000 of which may be received in cash at your option. The
value of the shares of beneficial interest of the Company issued to you will be
based on the fair market value at the date of issuance of such shares. You will
also receive reimbursement of travel and other expenses and other out-of-pocket
disbursements incurred in attending any meetings of the Board of Trustees of the
Company.
If this letter accurately describes the compensation terms of your
position as a Trustee of the Company, please sign each enclosed original where
indicated below, and return one of the signed originals to my attention.
I look forward to our continuing efforts on behalf of the Company.
Sincerely yours,
/s/ Stuart J. Boesky
------------------------
Stuart J. Boesky
President
Agreed and Acknowledged this
3rd day of April, 1998
/s/ Peter T. Allen
- ------------------
Peter T. Allen
Exhibit 5.1
[BATTLE FOWLER LLP LETTERHEAD]
June 3, 1998
Board of Trustees
Charter Municipal Mortgage Acceptance Company
625 Madison Avenue
New York, New York 10022
Re: Charter Municipal Mortgage Acceptance Company
Incentive Share Option Plan
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Charter Municipal Mortgage Acceptance
Company, a Delaware business trust (the "Company"), in connection with the
preparation of the registration statement on Form S-8, and any amendments
thereto (the "Registration Statement"), as filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), for the registration under the Securities Act of up to
2,081,138 shares of beneficial interest (the "Shares") of the Company to be
issued pursuant to the Charter Municipal Mortgage Acceptance Company Incentive
Share Option Plan (the "Plan") and certain Letter Agreements between the Company
and certain of its managing trustees (the "Letter Agreements"). You have
requested that we furnish our opinion as to matters hereinafter set forth.
In rendering this opinion, we have reviewed and relied upon, among
other things, the opinion of Richards Layton & Finger, P.A., a copy of which is
attached hereto as Exhibit A, the Registration Statement, the Plan, the Letter
Agreements and the records of the Company, including without limitation, the
Company's Amended and Restated Trust Agreement, the Company's Bylaws, and
resolutions of the Board of Trustees and certificates of its trustees and of
public officials as we have deemed necessary for the purpose of the opinion
expressed below.
<PAGE>
In addition, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the legal capacity to sign of all individuals executing
such documents, certificates and instruments. As to various questions of fact
material to this opinion, we have relied upon representations or certificates of
officers or trustees of the Company and upon documents, records and instruments
furnished to us by the Company, without independently checking or verifying the
accuracy of such documents, records and instruments furnished to us by the
Company.
We are not admitted to practice in any jurisdiction but the State of
New York and we do not express any opinion as to the laws of states or
jurisdictions other than the State of New York and the federal laws of the
United States. With respect to the opinion set forth below, which concerns
Delaware law, we have with your permission relied solely, without independent
investigation, on the opinion of Richards Layton & Finger, P.A., a copy of which
is attached hereto as Exhibit A, and our opinion on such matters is subject to
all the limitations, qualifications and exceptions noted therein. No opinion is
expressed as to the effect that the laws of any other jurisdictions may have
upon the subject matter of the opinion expressed herein under conflicts of laws
principles or otherwise.
Based on and subject to the foregoing, we are of the opinion that the
Shares offered by the Company pursuant to the Registration Statement, when
issued and, if applicable, paid for in accordance with the Plan and the Letter
Agreements, will be duly and validly authorized and issued and will be fully
paid and non-assessable.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933 or the rules and
regulations promulgated thereunder by the Securities and Exchange Commission.
Very truly yours,
/s/ Battle Fowler LLP
---------------------
Battle Fowler LLP
<PAGE>
Exhibit A
[Letterhead of Richards, Layton & Finger, P.A.]
June 3, 1998
Board of Trustees
Charter Municipal Mortgage Acceptance Company
625 Madison Avenue
New York, New York 10022
Re: Charter Municipal Mortgage Acceptance Company
Incentive Share Option Plan
Ladies and Gentlemen:
We have acted as special Delaware counsel for Charter
Municipal Mortgage Acceptance Company, 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 August
12, 1996 (the "Original Certificate"), as filed in the office of the Secretary
of State of the State of Delaware (the "Secretary of State") on August 12, 1996;
(b) The Trust Agreement of the Trust, dated as of August 12,
1996 (the "Original Trust Agreement"), between Related Capital Company
("Related"), as depositor, and the trustee of the Trust named therein;
(c) The Certificate of Amendment to the Original Certificate,
dated as of April 30, 1997 (the "Certificate of Amendment"), as filed in the
office of the Secretary of State on April 30, 1997 (the Original Certificate as
amended by the Certificate of Amendment being hereinafter referred to as the
"Certificate");
(d) Amendment No. 1 to the Original Trust Agreement, dated
as of April 30, 1997, between Related, as depositor, and the trustee of the
Trust named therein;
<PAGE>
Board of Trustees
June 3, 1998
Page -2-
(e) The Amended and Restated Trust Agreement of the Trust,
dated as of September 30, 1997 (the "Trust Agreement"), among the trustees of
the Trust named therein and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust;
(f) The By-Laws of the Trust;
(g) The Unanimous Written Consent to Action of the Board of
Trustees and Sole Shareholder of the Trust in Lieu of a Special Meeting, dated
as of September 30, 1997, and the resolutions adopted by the Board of Trustees
at a meeting on March 18, 1998, as certified by a Managing Trustee of the Trust
(collectively, the "Board Resolutions");
(h) The Trust Incentive Share Option Plan filed as an exhibit
to the Registration Statement (as defined below)(the "Share Option Plan");
(i) The Registration Statement on Form S-8 (the "Registration
Statement") relating to (1) 2,058,638 beneficial interests in the Trust
representing undivided beneficial interests in the assets of the Trust to be
issued in connection with the Share Option Plan (each, an "Option Share" and
collectively, the "Option Shares"), and (2) 22,500 beneficial interests in the
Trust representing undivided beneficial interests in the assets of the Trust
(each, a "Trust Share" and collectively, the "Trust Shares"), as proposed to be
filed by the Trust on or about June 3, 1998; and
(j) A Certificate of Good Standing for the Trust, dated June
3, 1998, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement. The Option Shares and the
Trust Shares are hereinafter collectively referred to as the "Shares."
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (j) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (j) 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
<PAGE>
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, the By-Laws and the Board Resolutions 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,
and that the Trust Agreement, the By-Laws, the Board Resolutions 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 signatories 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) that all of the documents examined by us have been duly
authorized, executed and delivered by each of the parties thereto, (vi) the
receipt by each Person to whom a Share is to be issued by the Trust
(collectively, the "Holders") of a Trust Certificate for such Share and giving
of the consideration for such Share acquired by it, in accordance with the Trust
Agreement, the Board Resolutions and, if applicable, the Share Option Plan,
(vii) that the Shares will be issued to the Holders in accordance with the Trust
Agreement, the Board Resolutions and, if applicable, the Share Option Plan,
(viii) that the Share Option Plan is currently, and will be at the time of the
issuance of the Option Shares, in effect, (ix) that the options granted or to be
granted by the Trust pursuant to the Share Option Plan have been, or will be,
duly issued in accordance with the Trust Agreement and the Share Option Plan,
and (x) that, after the issuance of the Shares, the Trust will not have issued
more that 50,000,000 Shares (as defined in the Trust Agreement). We assume no
responsibility for the contents of the Registration Statement.
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 a business trust under the Delaware Business Trust Act (12 Del.
C. ss. 3801, et seq.).
2. The Option Shares to be issued by the Trust upon the
exercise of options
<PAGE>
granted or to be granted pursuant to the Share Option Plan have been duly
authorized by the Trust Agreement and the Board Resolutions and will be validly
issued and, subject to the qualifications set forth in paragraph 4 below, fully
paid and nonassessable undivided beneficial interests of the assets of the
Trust.
3. The Trust Shares have been duly authorized by the Trust
Agreement and the Board Resolutions and will be validly issued and, subject to
the qualifications set forth in paragraph 4 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
4. The 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, however, that the 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 also
consent to Battle Fowler LLP's relying upon this opinion as to matters of
Delaware law in connection with an opinion to be rendered by it to you relating
to the Shares. 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.
Exhibit 5.2
[Letterhead of Richards, Layton & Finger, P.A.]
June 3, 1998
Board of Trustees
Charter Municipal Mortgage Acceptance Company
625 Madison Avenue
New York, New York 10022
Re: Charter Municipal Mortgage Acceptance Company
Incentive Share Option Plan
Ladies and Gentlemen:
We have acted as special Delaware counsel for Charter
Municipal Mortgage Acceptance Company, 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 August
12, 1996 (the "Original Certificate"), as filed in the office of the Secretary
of State of the State of Delaware (the "Secretary of State") on August 12, 1996;
(b) The Trust Agreement of the Trust, dated as of August 12,
1996 (the "Original Trust Agreement"), between Related Capital Company
("Related"), as depositor, and the trustee of the Trust named therein;
(c) The Certificate of Amendment to the Original Certificate,
dated as of April 30, 1997 (the "Certificate of Amendment"), as filed in the
office of the Secretary of State on April 30, 1997 (the Original Certificate as
amended by the Certificate of Amendment being hereinafter referred to as the
"Certificate");
(d) Amendment No. 1 to the Original Trust Agreement, dated
as of April 30, 1997, between Related, as depositor, and the trustee of the
Trust named therein;
<PAGE>
Board of Trustees
June 3, 1998
Page -2-
(e) The Amended and Restated Trust Agreement of the Trust,
dated as of September 30, 1997 (the "Trust Agreement"), among the trustees of
the Trust named therein and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust;
(f) The By-Laws of the Trust;
(g) The Unanimous Written Consent to Action of the Board of
Trustees and Sole Shareholder of the Trust in Lieu of a Special Meeting, dated
as of September 30, 1997, and the resolutions adopted by the Board of Trustees
at a meeting on March 18, 1998, as certified by a Managing Trustee of the Trust
(collectively, the "Board Resolutions");
(h) The Trust Incentive Share Option Plan filed as an exhibit
to the Registration Statement (as defined below)(the "Share Option Plan");
(i) The Registration Statement on Form S-8 (the "Registration
Statement") relating to (1) 2,058,638 beneficial interests in the Trust
representing undivided beneficial interests in the assets of the Trust to be
issued in connection with the Share Option Plan (each, an "Option Share" and
collectively, the "Option Shares"), and (2) 22,500 beneficial interests in the
Trust representing undivided beneficial interests in the assets of the Trust
(each, a "Trust Share" and collectively, the "Trust Shares"), as proposed to be
filed by the Trust on or about June 3, 1998; and
(j) A Certificate of Good Standing for the Trust, dated June
3, 1998, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement. The Option Shares and the
Trust Shares are hereinafter collectively referred to as the "Shares."
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (j) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (j) 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
<PAGE>
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, the By-Laws and the Board Resolutions 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,
and that the Trust Agreement, the By-Laws, the Board Resolutions 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 signatories 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) that all of the documents examined by us have been duly
authorized, executed and delivered by each of the parties thereto, (vi) the
receipt by each Person to whom a Share is to be issued by the Trust
(collectively, the "Holders") of a Trust Certificate for such Share and giving
of the consideration for such Share acquired by it, in accordance with the Trust
Agreement, the Board Resolutions and, if applicable, the Share Option Plan,
(vii) that the Shares will be issued to the Holders in accordance with the Trust
Agreement, the Board Resolutions and, if applicable, the Share Option Plan,
(viii) that the Share Option Plan is currently, and will be at the time of the
issuance of the Option Shares, in effect, (ix) that the options granted or to be
granted by the Trust pursuant to the Share Option Plan have been, or will be,
duly issued in accordance with the Trust Agreement and the Share Option Plan,
and (x) that, after the issuance of the Shares, the Trust will not have issued
more that 50,000,000 Shares (as defined in the Trust Agreement). We assume no
responsibility for the contents of the Registration Statement.
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 a business trust under the Delaware Business Trust Act (12 Del.
C. ss. 3801, et seq.).
2. The Option Shares to be issued by the Trust upon the
exercise of options
<PAGE>
granted or to be granted pursuant to the Share Option Plan have been duly
authorized by the Trust Agreement and the Board Resolutions and will be validly
issued and, subject to the qualifications set forth in paragraph 4 below, fully
paid and nonassessable undivided beneficial interests of the assets of the
Trust.
3. The Trust Shares have been duly authorized by the Trust
Agreement and the Board Resolutions and will be validly issued and, subject to
the qualifications set forth in paragraph 4 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
4. The 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, however, that the 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 also
consent to Battle Fowler LLP's relying upon this opinion as to matters of
Delaware law in connection with an opinion to be rendered by it to you relating
to the Shares. 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.
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Charter Municipal Mortgage Acceptance Company on Form S-8 of our report dated
March 30, 1998 appearing in the Annual Report on Form 10-K/A of Charter
Municipal Mortgage Acceptance Company for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
New York, New York
June 3, 1998
