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Exhibit 5 and 23.1
June 7, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: BANK ONE CORPORATION
Form S-3 Registration Statement
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Ladies and Gentlemen:
I am Chief Legal Officer and Secretary of BANK ONE CORPORATION, a Delaware
corporation (the "Company"), and in such capacity, I, or members of my staff
subject to my supervision, have represented the Company in connection with the
preparation of the Company's Registration Statement on Form S-3 concurrently
being filed with the Securities and Exchange Commission (the "Registration
Statement") relating to (i) debt securities which may be either senior (the
"Senior Securities") or subordinated (the "Subordinated Securities")
(collectively, the "Debt Securities"), either of which may be convertible or
exchangeable into the Company's common stock, $0.01 par value per share (the
"Common Stock"), the Company's preferred stock (the "Preferred Stock"), other
Debt Securities, Debt Warrants (as defined herein), Preferred Stock Warrants (as
defined herein) or Common Stock Warrants (as defined herein), (ii) warrants to
purchase Debt Securities (the "Debt Warrants"), (iii) currency warrants (the
"Currency Warrants"), (iv) stock-index warrants (the "Stock-Index Warrants"),
(v) warrants relating to other indices (the "Other Warrants"), (vi) shares of
Preferred Stock which may be convertible into shares of Common Stock or
exchangeable for Debt Securities, (vii) shares of Preferred Stock represented by
depositary shares (the "Depositary Shares"), (viii) warrants to purchase shares
of Preferred Stock (the "Preferred Stock Warrants"), (ix) shares of Common
Stock, and (x) warrants to purchase shares of Common Stock (the "Common Stock
Warrants"). The Debt Warrants, Currency Warrants, Stock-Index Warrants, Other
Warrants, Preferred Stock Warrants and Common Stock Warrants are referred to
herein collectively as the "Warrants"; the Debt Securities, Warrants, shares of
Preferred Stock, Depositary Shares and shares of Common Stock are referred to
herein as the "Offered Securities".
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Continuing our letter of June 7, 2000
Sheet no. 2
The Offered Securities will be sold or delivered from time to time as set
forth in the Registration Statement, any amendment thereto, the prospectus
contained therein (the "Prospectus") and supplements to the Prospectus (the
"Prospectus Supplement"). The Senior Securities will be issued under an
Indenture dated as of March 3, 1997, between the Company and The Chase Manhattan
Bank, as trustee, as supplemented by a First Supplemental Indenture dated as of
October 2, 1998 (the "Senior Indenture"). The Subordinated Securities will be
issued under an Indenture dated as of March 3, 1997, between the Company and The
Chase Manhattan Bank, as trustee, as supplemented by a First Supplemental
Indenture dated as of October 2, 1998 (the "Subordinated Indenture"). The
Senior Indenture and Subordinated Indenture are exhibits to the Registration
Statement.
I have reviewed such corporate records and other documents and have made
such further examinations and inquiries as I have deemed necessary to enable me
to express the opinions set forth herein.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, it is my opinion that:
(i) upon the issuance, authentication and delivery of the Debt
Securities in accordance with the provisions of the applicable Senior
Indenture or Subordinated Indenture, as the case may be, against payment
therefor, the Debt Securities will constitute legal, valid and binding
obligations of the Company enforceable in accordance with their terms
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect and to general principles of
equity;
(ii) upon the due execution of the debt warrant agreement and the
issuance, authentication and delivery of the Debt Warrants in accordance
with the provisions of such debt warrant agreement against payment
therefor, the Debt Warrants will constitute legal, valid and binding
obligations of the Company enforceable in accordance with their terms
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect and to general principles of
equity;
(iii) upon the due execution of the currency warrant agreement and
the issuance, authentication and delivery of the Currency Warrants in
accordance with the provisions of such currency warrant agreement against
payment therefor, the Currency Warrants will constitute legal, valid and
binding obligations of the Company enforceable in accordance with their
terms subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
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Continuing our letter of June 7, 2000
Sheet no. 3
rights generally from time to time in effect and to general principles of
equity;
(iv) upon the due execution of the stock-index warrant agreement
and the issuance, authentication and delivery of the Stock-Index Warrants
in accordance with the provisions of such stock-index warrant agreement
against payment therefor, the Stock-Index Warrants will constitute legal,
valid and binding obligations of the Company enforceable in accordance with
their terms subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity;
(v) upon the due execution of the warrant agreement and the
issuance, authentication and delivery of the Other Warrants in accordance
with the provisions of such warrant agreement against payment therefor, the
Other Warrants will constitute legal, valid and binding obligations of the
Company enforceable in accordance with their terms subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to general principles of equity;
(vi) upon the due execution of the preferred stock warrant
agreement and the issuance, authentication and delivery of the Preferred
Stock Warrants in accordance with the provisions of such preferred stock
warrant agreement against payment therefor, the Preferred Stock Warrants
will constitute legal, valid and binding obligations of the Company
enforceable in accordance with their terms subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors' rights generally from time to time in
effect and to general principles of equity;
(vii) upon the due execution of the common stock warrant agreement
and the issuance, authentication and delivery of the Common Stock Warrants
in accordance with the provisions of such common stock warrant agreement
against payment therefor, the Common Stock Warrants will constitute legal,
valid and binding obligations of the Company enforceable in accordance with
their terms subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity;
(viii) upon designation of the preferences and relative,
participating, optional and other special rights, and qualifications,
limitations or restrictions of the Preferred Stock by the Company's Board
of Directors or by a duly authorized committee thereof, and thereafter upon
proper filing with the Secretary of State of the State of Delaware of a
Certificate of Designations relating to the Preferred Stock and when such
shares of Preferred Stock are issued and sold as
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Continuing our letter of June 7, 2000
Sheet no. 4
contemplated in the Registration Statement and in accordance with their
respective terms, such shares of Preferred Stock will be legally issued,
fully paid and nonassessable;
(ix) when the deposit agreement relating to the issuance of the
Depositary Shares has been duly authorized, executed and delivered by the
Company and the applicable depositary, the depositary receipts evidencing
the Depositary Shares have been duly executed and delivered by the
applicable depositary and duly countersigned by a registrar and the
depositary pursuant to the terms of the Deposit Agreement as contemplated
in the Registration Statement, the Depositary Shares will be legally
issued, valid and binding obligations of the Company entitled to the
benefits of the deposit agreement; and
(x) when issued as contemplated in the Registration Statement and
in accordance with its terms and, if applicable, the terms of the Debt
Securities, Preferred Stock or Common Stock Warrants which are convertible,
exchangeable or exercisable, as the case may be, into such shares of Common
Stock, the shares of the Common Stock will be legally issued, fully paid
and nonassessable.
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Continuing our letter of June 7, 2000
Sheet no. 5
I am a member of the Bar of the State of Illinois, and I do not express any
opinion herein concerning any law other than the law of the State of Illinois,
the federal law of the United States and the Delaware General Corporation Law.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name whenever it appears in such
Registration Statement, including the Prospectus and any Prospectus Supplement
constituting a part hereof, as originally filed or as subsequently amended.
Very truly yours,
/s/ Christine A. Edwards
