As filed with the Securities and Exchange Commission on October 7, 1998
Registration No. 333-58335
Registration No. 333-58335-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO.3
TO THE FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------
UCBH HOLDINGS, INC. UCBH TRUST CO.
- -------------------------------------- --------------------------------------
(exact name of registrant as specified (exact name of registrant as specified
in its certificate of incorporation) in its certificate of incorporation)
DELAWARE DELAWARE
------------------------------- -------------------------------
(state or other jurisdiction of (state or other jurisdiction of
incorporation or organization) incorporation or organization)
94-3072450 Being applied for
--------------------------------- --------------------------------
(IRS Employer Identification No.) (IRS Employer Identification No.)
6035 N/A
-------------------------------- -----------------------------
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
711 Van Ness Avenue 711 Van Ness Avenue
San Francisco, California 94102 San Francisco, California 94102
(415) 928-0700 (415) 928-0700
------------------------------- -------------------------------
(Address, including zip code, (Address, including zip code,
and telephone number, including and telephone number, including
area code, of registrants' area code, of registrants'
principal executive offices) principal executive offices)
--------------------------
Tommy S. Wu
President and Chief Executive Officer
United Commercial Bank
711 Van Ness Avenue
San Francisco, California 94102
(415) 928-0700
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Joseph G. Passaic, Jr., Esquire
Mary M. Sjoquist, Esquire
Geoffrey W. Ryan, Esquire
Patton Boggs, L.L.P.
2550 M Street, N.W.
Washington, D.C. 20037
(202) 457-6000
--------------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the
same offering. / /
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Proposed
Maximum Maximum
Title of each Class of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered Per Unit(1) Offering Price(1) Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series B 9.375% Capital Securities of UCBH Trust
Co.......................................... $30,000,000 100% $30,000,000 (1)
- -------------------------------------------------------------------------------------------------------------------------------
Series B 9.375% Junior Subordinated Deferrable
Interest Debentures of UCBH
Holdings, Inc.(2)........................... $30,000,000 100% $30,000,000 N/A
- -------------------------------------------------------------------------------------------------------------------------------
UCBH Holdings, Inc. Series B
Guarantee with respect to Series B 9.375%
Capital Securities.......................... N/A N/A N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------
Total.......................................... $30,000,000(1) 100% $30,000,000(4) (1)
===============================================================================================================================
</TABLE>
(1) The registration fee of $8,850 was paid upon the initial filing of the
Form S-4.
(2) No separate consideration will be received for the Series B 9.375% Junior
Subordinated Deferrable Interest Debentures of UCBH Holdings, Inc. (the
"Junior Subordinated Debentures") distributed upon any liquidation of
UCBH Trust Co.
(3) No separate consideration will be received for the UCBH Holdings, Inc.
Series B Guarantee.
(4) Such amount represents the liquidation amount of the UCBH Trust Co.
Series B 9.375% Capital Securities to be exchanged hereunder and the
principal amount of Junior Subordinated Debentures that may be
distributed to holders of such Capital Securities upon any liquidation of
UCBH Trust Co.
The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of the State of Delaware (being
Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of UCBH Holdings,
Inc.'s Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent, or in any other capacity while serving as a Director,
Officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that, except as
provided in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If
II-1
<PAGE>
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expenses of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the
Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
II-2
<PAGE>
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
Under the Declaration of Trust of UCBH Trust Co., the Company has agreed to
indemnify each of the Trustees of the Trust, and to hold each Trustee harmless
against any loss, damage, claim, liability or expense incurred without
negligence or bad faith on its part, arising out of, or in connection with, the
acceptance or administration of the Declaration of Trust, including the costs
and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties under the Trust.
Item 21. Exhibits and Financial Statement Schedules
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits (Filed herewith unless otherwise noted)
4.1 Indenture of the Company relating to the Junior Subordinated Debentures*
4.2 Form of Certificate of Series B Junior Subordinated Debenture*
4.3 Certificate of Trust of UCBH Trust Co.*
4.4 Amended and Restated Declaration of Trust of UCBH Trust Co.*
4.5 Form of Series B Capital Security Certificate for UCBH Trust Co.*
4.6 Form of Series B Guarantee of the Company relating to the Series B
Capital Securities*
4.7 Capital Securities Registration Rights Agreement*
5.1 Opinion and consent of Patton Boggs LLP as to legality of the Series B
Junior Subordinated Debentures and the Series B Guarantee to be issued
by the Company*
5.2 Opinion and consent of Richards, Layton & Finger, P.A. as to the
legality of the Series B Capital Securities to be issued by UCBH Trust
Co.
8.0 Opinion of Patton Boggs LLP as to certain federal income tax matters*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Patton Boggs LLP (included in Exhibit 5.1)*
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
24.1 Power of Attorney of certain officers and directors of the Corporation
(located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as
trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as
trustee under the Declaration of Trust of UCBH Trust Co.*
25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as
trustee under the Guarantee for the benefit of the holders of Series B
Capital Securities of UCBH Trust Co.*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Exchange Agent Agreement*
99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
99.5 Form of Letter to Clients*
- ----------
* Previously filed.
II-3
<PAGE>
(b) Financial Statement Schedules
All schedules have been omitted as not applicable or not required under the
rules of Regulation S-X.
Item 22. Undertakings.
The undersigned Registrants hereby undertake:
(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 of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the 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 the 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) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent 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
the Registration Statement or any material change to
such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain
unsold at the termination of the Offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a trustee, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question
II-4
<PAGE>
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE>
CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on October 7, 1998.
UCBH HOLDINGS, INC.
By: /s/ Tommy S. Wu
-------------------------------------
Tommy S. Wu
President and Chief Executive Officer
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 dates indicated.
<TABLE>
<CAPTION>
Name Date
----- ----
<S> <C> <C>
/s/ Tommy S. Wu President, Chief Executive Officer and October 7, 1998
- ------------------- Director (principal executive officer)
Tommy S. Wu
/s/ Jonathan H. Downing Senior Vice President, Chief October 7, 1998
- ----------------------- Financial Officer, and Treasurer and
Jonathan H. Downing Director (principal accounting and
financial officer)
* Director
- -------------------
Robert Fell
* Director
- -------------------
Sau-wing Lam
* Director
- -------------------
Godwin Wong
</TABLE>
- ----------
* Signed pursuant to a power of attorney filed as Exhibit 24.1 with the
Commission on July 1, 1998.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on October 7, 1998.
UCBH TRUST CO.
By: /s/ Tommy S. Wu
-----------------------
Tommy S. Wu
Administrative Trustee
By: /s/ Jonathan H. Downing
-----------------------
Jonathan H. Downing
Administrative Trustee
By: /s/ Dennis Alan Lee
-----------------------
Dennis Alan Lee
Administrative Trustee
II-7
<PAGE>
TABLE OF CONTENTS
List of Exhibits (Filed herewith unless othewise noted)
4.1 Indenture of the Company relating to the Junior Subordinated Debentures*
4.2 Form of Certificate of Series B Junior Subordinated Debenture*
4.3 Certificate of Trust of UCBH Trust Co.*
4.4 Amended and Restated Declaration of Trust of UCBH Trust Co.*
4.5 Form of Series B Capital Security Certificate for UCBH Trust Co.*
4.6 Form of Series B Guarantee of the Company relating to the Series B
Capital Securities*
4.7 Capital Securities Registration Rights Agreement*
5.1 Opinion and consent of Patton Boggs LLP as to legality of the Series B
Junior Subordinated Debentures and the Series B Guarantee to be issued
by the Company*
5.2 Opinion and consent of Richards, Layton & Finger, P.A. as to the
legality of the Series B Capital Securities to be issued by UCBH Trust
Co.
8.0 Opinion of Patton Boggs LLP as to certain federal income tax matters*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Patton Boggs LLP (included in Exhibit 5.1)*
23.3 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
24.1 Power of Attorney of certain officers and directors of the Corporation
(located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as
trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as
trustee under the Declaration of Trust of UCBH Trust Co.*
25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as
trustee under the Guarantee for the benefit of the holders of Series B
Capital Securities of UCBH Trust Co.*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Exchange Agent Agreement*
99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees*
99.5 Form of Letter to Clients*
- ----------
* Previously filed.
Exhibit 5.2
[Richards, Layton & Finger Letterhead]
October 6, 1998
UCBH Trust Co.
c/o UCBH Holdings, Inc.
711 Van Ness Avenue
San Francisco, California 64102
Re: UCBH Trust Co.
Ladies and Gentlemen:
We have acted as special Delaware counsel for UCBH 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
September 26, 1997, as amended by the Certificate of Amendment of the Trust,
dated March 27, 1998, as filed in the office of the Secretary of State (the
"Certificate");
(b) The Trust Agreement of the Trust, dated as of September 26, 1997,
between UCBH Holdings, Inc., a Delaware corporation (the "Company"), and the
trustees of the Trust named therein (the "Trustees"), as amended by the
Amendment to Trust Agreement dated March 27, 1998, between the Company and the
Trustees;
(c) The Registration Statement (the "Registration Statement") on Form
S-4, including a prospectus (the "Prospectus") relating to the 9.375% Capital
Securities of the Trust representing preferred undivided beneficial interests in
the Trust (each, an "Exchange Capital Security" and collectively, the "Exchange
Capital Securities"), as filed by the Company and the Trust as set forth therein
with the Securities and Exchange Commission on or about July 1, 1998;
<PAGE>
UCBH Trust Co.
October 6, 1998
Page 2
(d) A Certificate of Good Standing for the Trust, dated June 26, 1998,
obtained from the Secretary of State; and
(e) Certificate of Administrative Trustee of the Trust dated October 6,
1998.
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 Exchange Capital Security is to be issued by the Trust (collectively, the
"Exchange Capital Security Holders") of a Exchange Capital Security Certificate
for such Exchange Capital Security and the payment for the Exchange Capital
Security acquired by it, in accordance with the Trust Agreement and the
Prospectus, and (vii) that the Exchange Capital Securities are issued and sold
to the Exchange 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, and we
have not considered and express no opinion on the laws of
<PAGE>
UCBH Trust Co.
October 6, 1998
Page 3
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 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 Exchange Capital Securities 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 Exchange 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 Exchange 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.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
