Exhibit 5.1
[Letterhead of Richards, Layton & Finger, P.A.]
August 2, 2000
Board of Trustees
Charter Municipal Mortgage Acceptance Company
625 Madison Avenue
New York, New York 10022
Re: CHARTER MUNICIPAL MORTGAGE ACCEPTANCE COMPANY AND
AMERICAN TAX EXEMPT BOND TRUST
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;
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Board of Trustees
August 2, 2000
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(c) The Certificate of Amendment to the Original Certificate,
dated as of April 30, 1997, as filed in the office of the Secretary of State on
April 30, 1997;
(d) Amendment No. 1 to the Original Trust Agreement, dated as
of April 30, 1997 ("Amendment No.1"), between Related, as depositor, and the
trustee of the Trust named therein;
(e) The Amended and Restated Trust Agreement of the Trust,
dated as of September 30, 1997 (the "Amended 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, and acknowledged and
consented to by Related, as amended by Amendment No. 1 to the Amended Trust
Agreement, dated as of May 8, 2000, including the Certificate of Designation
attached thereto as Appendix A (jointly with the Amended Trust Agreement, the
"Trust Agreement");
(f) The Amended and Restated By-Laws of the Trust (the
"By-laws");
(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 Minutes of the Special Meeting of the Board of
Trustees of the Trust (including Exhibit A attached thereto) held on October 26,
1999 (jointly, the "Board Resolutions");
(h) A Certificate of Manager of the Trust, dated August 2,
2000;
(i) Amendment No. 4 to the Registration Statement on form S-4
pursuant to the Securities Act of 1933, as amended (the "Registration
Statement") relating, inter alia, to the registration by the Trust of up to
2,136,779 common beneficial interests in the Trust representing undivided
beneficial interests in the assets of the Trust (the "Trust Shares") to be
issued in connection with the merger of American Tax Exempt Bond Trust, a
Delaware business trust, with and into CM Holding Trust, a Delaware business
trust ("CM"), with CM being the surviving entity (the "Merger"), as proposed to
be filed by the Trust on or about August 2, 2000; and
(j) A Certificate of Good Standing for the Trust, dated August
2, 2000, obtained from the Secretary of State.
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Board of Trustees
August 2, 2000
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Capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement. The Original Trust Agreement, Amendment
No. 1 and the Trust Agreement are hereinafter collectively referred to as the
"Trust Documents."
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 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) the legal
capacity of natural persons who are signatories to the documents examined by us,
and (ii) that in connection with the issuance of the Trust Shares, the Merger
shall have been effective. 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:
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Board of Trustees
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1. The Trust 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 Trust Shares have been duly authorized and, when issued
and delivered to the holders thereof (the "Holders") as contemplated by the
Registration Statement, will be 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 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 Holders may be obligated, pursuant to
the Trust Agreement and the By-laws, (a) to return to the Trust for the benefit
of Trust creditors, amounts previously distributed to them, if and to the extent
required by Delaware law, and (b) to give bond, with sufficient surety, to the
Trust and the trustees of the Trust to indemnify them against any loss or claim
in connection with the issuance of replacement Trust Certificates.
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 Paul, Hastings, Janofsky & Walker 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 Trust Shares. In addition, we hereby consent to the use of
our name under the heading "Legal Matters" in the Registration Statement. 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.
BJK/MKS
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