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EXHIBIT 5.2.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
December 5, 2000
Centex Trust II
c/o Centex Corporation
2728 North Harwood
Dallas, Texas 75201
Re: Centex Trust II
Ladies and Gentlemen:
We have acted as special Delaware counsel for Centex
Corporation, a Nevada corporation (the "Company"), and Centex Trust II, 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 November 9,
2000 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on November 9, 2000;
(b) The Declaration of Trust of the Trust, dated as of
November 9, 2000, among the Company and the trustees of the Trust named therein;
(c) A form of Amended and Restated Declaration of Trust of the
Trust (including Exhibits A, B and C thereto) (the "Declaration"), to be entered
into among the
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Centex Trust II
December 5, 2000
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Company, the trustees of the Trust named therein, and the holders, from time to
time, of undivided beneficial interests in the assets of the Trust, attached as
an exhibit to the Registration Statement (as defined below);
(d) Amendment No. 1 to the Registration Statement on Form S-3
(the "Registration Statement"), including a 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 December 5, 2000; and
(e) A Certificate of Good Standing for the Trust obtained
from the Secretary of State on December 5, 2000.
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) except to
the extent provided in paragraph 1 below, that each of the parties 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, (ii) the legal
capacity of natural persons who are signatories to the documents examined by us,
(iii) the receipt by each Person to whom a Preferred Security is to be
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Centex Trust II
December 5, 2000
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issued by the Trust (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the payment for
the Preferred Security acquired by it, in accordance with the Declaration and
the Registration Statement, and (iv) 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 Business Trust Act.
2. When the Declaration is duly executed and delivered by the
parties thereto, the Preferred Securities will be duly authorized and 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. When the Declaration is duly executed and delivered by the
parties thereto, 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
OPINIONS" 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
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Centex Trust II
December 5, 2000
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amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER, P.A.
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BJK/MSC
