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Exhibit 5.2
[Letterhead of Morris, Nichols, Arsht & Tunnell]
December 29, 2000
JPM Capital Trust I
JPM Capital Trust II
c/o The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Re: The JPM Capital Trusts (As Defined Below)
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Ladies and Gentlemen:
We have acted as special Delaware counsel to JPM Capital Trust I ("JPM
Capital I") and JPM Capital Trust II ("JPM Capital II"), each a Delaware
statutory business trust, in connection with certain matters relating to the
creation of the JPM Capital Trusts and the issuance and sale of Preferred
Securities therein to beneficial owners pursuant to and as described in the
Registration Statement (and the Prospectuses and the Prospectus Supplements
forming a part thereof) on Form S-3 filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"). JPM Capital I and
JPM Capital II are collectively referred to herein as the "JPM Capital Trusts"
and each individually as a "JPM Capital Trust." Capitalized terms used herein
with respect to each JPM Capital Trust and not otherwise herein defined are used
with respect to such JPM Capital Trust as defined in the Governing Instrument
(as defined below) of such JPM Capital Trust.
In rendering this opinion, we have examined copies of the following
documents in the forms provided to us: the Certificate of Trust of each JPM
Capital Trust, each as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on October 29, 1996 (each a
"Certificate"); the Declaration of Trust of each JPM Capital Trust, each dated
as of October 29, 1996 (each an "Original Governing Instrument"); the Amended
and Restated Declaration of Trust of JPM Capital I dated as of December 4, 1996
(the "JPM Capital I Governing Instrument"); the Amended and Restated Declaration
of Trust of JPM Capital II dated as of February 3, 1997 (collectively with the
JPM Capital I Governing Instrument, the "Governing Instruments" and each a
"Governing Instrument"); the Indenture dated as of November 1, 1996 between J.P.
Morgan & Co. Incorporated and First Trust of New York, National Association, as
Trustee; with respect to JPM Capital I, the First Supplemental Indenture to such
Indenture dated as of December 4, 1996; with respect to JPM
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JPM Capital Trust I
JPM Capital Trust II
December 29, 2000
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Capital II, the Second Supplemental Indenture to such Indenture dated as of
February 3, 1997; with respect to JPM Capital I, the Preferred Guarantee dated
as of December 4, 1996 by J.P. Morgan & Co. Incorporated; with respect to JPM
Capital II, the Preferred Guarantee dated as of February 3, 1997 by J.P. Morgan
& Co. Incorporated; the Registration Statement; and a certification of good
standing of each of the JPM Capital Trusts obtained as of a recent date from the
State Office. In such examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted to
us as drafts or copies or forms of documents to be executed and the legal
capacity of natural persons to complete the execution of documents. We have
further assumed for purposes of this opinion: (i) the due formation or
organization, valid existence and good standing of each entity (other than the
JPM Capital Trusts) that is a party to any of the documents reviewed by us under
the laws of the jurisdiction of its respective formation or organization; (ii)
the due authorization, execution and delivery by, or on behalf of, each of the
parties thereto of the above-referenced documents with respect to each JPM
Capital Trust; (iii) that no event has occurred subsequent to the filing of any
Certificate that would cause a dissolution or liquidation of any JPM Capital
Trust under the applicable Original Governing Instrument or the applicable
Governing Instrument; (iv) that the activities of each JPM Capital Trust have
been and will be conducted in accordance with its Original Governing Instrument
or Governing Instrument, as applicable, and the Delaware Business Trust Act, 12
Del. C. ss.ss. 3801 et seq. (the "Delaware Act"); (v) that each Holder of
Preferred Securities of each JPM Capital Trust has made payment of the required
consideration therefor and received a Preferred Securities Certificate in
consideration thereof in accordance with the terms and conditions of the
Registration Statement and the applicable Prospectus and Prospectus Supplements
forming a part thereof and the applicable Governing Instrument, and that the
Preferred Securities of each JPM Capital Trust have been issued and sold to, and
held or transferred by, the Preferred Securities Holders of such JPM Capital
Trust in accordance with the terms, conditions, requirements and procedures set
forth in the Registration Statement and applicable Prospectus and Prospectus
Supplements forming a part thereof and the applicable Governing Instrument; (vi)
that none of the Preferred Securities has been called for redemption, redeemed,
converted or canceled (except in connection with a permitted transfer) and all
of the Preferred Securities remain outstanding; and (vii) that the documents
examined by us, or contemplated hereby, express the entire understanding of the
parties thereto with respect to the subject matter thereof and have not been
modified, supplemented or otherwise amended, except as herein referenced. No
opinion is expressed with respect to the requirements of, or compliance with,
federal or state securities or blue sky laws. Further, we express no opinion
with respect to the Registration Statement or any other offering materials
relating to the Preferred Securities offered by any JPM Capital Trust and we
assume no responsibility for their contents. As to any fact material to our
opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and on the accuracy, as of the
date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of
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JPM Capital Trust I
JPM Capital Trust II
December 29, 2000
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Delaware law, it is our opinion that:
1. Each JPM Capital Trust is a duly created and validly existing
business trust in good standing under the laws of the State of Delaware.
2. The Preferred Securities of each JPM Capital Trust constitute
validly issued and, subject to the terms of the applicable Governing Instrument,
fully paid and non-assessable beneficial interests in the assets of such JPM
Capital Trust. We note that pursuant to Section 11.04 of the Governing
Instrument, each JPM Capital Trust may withhold amounts otherwise distributable
to a Holder of Securities in such JPM Capital Trust and pay over such amounts to
the applicable jurisdictions in accordance with federal, state and local law and
any amounts withheld will be deemed to have been distributed to such Holder and
that, pursuant to the Governing Instrument, the Preferred Security Holders of
each JPM Capital Trust may be obligated to make payments or provide indemnity or
security under the circumstances set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Prospectus forming a part thereof. In giving this consent, 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. This
opinion speaks only as of the date hereof and is based on our understandings and
assumptions as to present facts, and our review of the above-referenced
documents and the application of Delaware law as the same exist on the date
hereof, and we undertake no obligation to update or supplement this opinion
after the date hereof for the benefit of any person or entity with respect to
any facts or circumstances that may hereafter come to our attention or any
changes in facts or law that may hereafter occur or take effect. This opinion is
intended solely for the benefit of the addressees hereof in connection with the
matters contemplated hereby and may not be relied upon by any other person or
entity or for any other purpose without our prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ JONATHAN I. LESSNER
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Jonathan I. Lessner
