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EXHIBIT 5.7
[Letterhead of Richards, Layton & Finger, P.A.]
September 29, 2000
BANK ONE CORPORATION
BANK ONE Capital X
c/o BANK ONE CORPORATION
1 Bank One Plaza
Chicago, Illinois 60670
Re: BANK ONE Capital X
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Ladies and Gentlemen:
We have acted as special Delaware counsel for BANK ONE CORPORATION, a
Delaware corporation (the "Company"), and BANK ONE Capital X, 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 September 27,
2000 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on September 27, 2000;
(b) The Declaration of Trust of the Trust, dated as of September 27,
2000, among the Company, as sponsor, and the trustees of the Trust named
therein;
(c) A form of Amended and Restated Declaration of Trust of the Trust
(including Annex I and Exhibits A-1 and A-2 thereto) (the "Declaration"), to be
entered
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BANK ONE CORPORATION
BANK ONE Capital X
September 29, 2000
Page 2
into among the Company, as sponsor, the trustees of the Trust named therein, and
the holders, from time to time, of undivided beneficial interests in the assets
of the Trust, incorporated by reference as an exhibit to the Registration
Statement;
(d) The Registration Statement (the "Registration Statement") on Form
S-3, including a related preliminary prospectus (the "Prospectus"), relating to
the Preferred Securities of the Trust representing undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), as proposed to be filed by the
Company, the Trust and others with the Securities and Exchange Commission on or
about September 29, 2000; and
(e) A Certificate of Good Standing for the Trust, dated September 29,
2000, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as
defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration
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 Declaration and the Certificate are in
full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, that each party to the documents examined by us
has been duly created, organized or formed, as the case may be, and is validly
existing in good standing under the laws of the jurisdiction governing its
creation, organization or formation, (iii) the legal capacity of natural persons
who are
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BANK ONE CORPORATION
BANK ONE Capital X
September 29, 2000
Page 3
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 documents
examined by us have been duly authorized, executed and delivered by all parties
thereto, (vi) the receipt by each Person to whom a Preferred Security is to be
issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate and the payment for the Preferred Security
acquired by it, in accordance with the Declaration and the Registration
Statement, and (vii) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Declaration and the
Registration Statement. 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
(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.
(S) 3801, et seq.).
2. The Preferred 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 Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration.
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
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BANK ONE CORPORATION
BANK ONE Capital X
September 29, 2000
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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. 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.
BJK/MVP
