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[Hunton & Williams Letterhead]
Exhibit 5.1
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June 19, 2000
National Financial Securities Corporation
909 East Main Street
Richmond, Virginia 23219
Dear Sirs:
We have acted as counsel to National Financial Securities Corporation, a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to the proposed sale by the Company of up to $50,000,000 in
aggregate principal amount of Trust Certificates, issuable in one or more series
(the "Securities"). In this capacity, we have examined the Registration
Statement, the Company's Certificate of Incorporation and Bylaws, the form of
Trust Agreement, including Standard Terms thereto (the "Trust Agreement"), and
such other materials as we have deemed necessary to the issuance of this
opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company has been organized and is existing as a corporation under
the laws of the State of Delaware.
2. Each issuance of each series of Securities has been duly and validly
authorized by all necessary corporate action.
3. When each Trust Agreement has been duly executed and delivered by the
parties thereto, each will constitute a valid, legal and binding agreement of
the Company, enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights
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National Financial Securities
Corporation
June 19, 2000
Page 2
generally and to general principles of equity, regardless of whether enforcement
is sought in a proceeding in equity or at law.
4. When the Securities have been duly issued, executed and authenticated
in accordance with the provisions of the related Trust Agreement, and delivered
to and paid for by the purchasers thereof, the Securities will be legally and
validly issued for adequate consideration and (a) the Security holders will be
entitled to the benefits provided by the Trust Agreement pursuant to which such
Securities were issued and (b) no Security holder will be subject to any further
assessment in respect of the purchase price of his Securities.
The foregoing opinions are limited to matters of the laws of the United
States of America and the States of Delaware and New York. We hereby consent to
the filing of this opinion 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, as
amended, or the rules and regulations promulgated thereunder by the Securities
and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
