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Exhibit 5.1
The Chase Manhattan Bank Neila B. Radin
Legal Department Senior Vice President and
270 Park Avenue Associate General Counsel
New York, New York 10017-2070
December 29, 2000
The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017
Re: The Chase Manhattan Corporation, JPM Capital Trust I and
JPM Capital Trust II Registration Statement on Form S-3
Dear Sirs:
I am a Senior Vice President and Associate General Counsel of The Chase
Manhattan Bank and have acted as counsel to The Chase Manhattan Corporation, a
Delaware corporation ("Chase"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed by Chase, JPM Capital Trust
I and JPM Capital Trust II (collectively with JPM Capital Trust I, the "Trusts")
on the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to (i) the 7.54% Cumulative Capital
Securities of JPM Capital I and the 7.95% Cumulative Capital Securities of JPM
Capital Trust II (collectively, the "Capital Securities"), (ii) the 7.54% Junior
Subordinated Debentures due 2027 and the 7.95% Junior Subordinated Debentures
due 2027 (collectively, the "Debentures") originally issued by J.P. Morgan & Co.
Incorporated ("J.P. Morgan"), and (iii) the Guarantees with respect to the
Capital Securities (collectively, the "Guarantees") originally issued by J.P.
Morgan. The Debentures were issued pursuant to an Indenture, dated as of
November 1, 1996 (as amended or supplemented, the "Indenture"), between J.P.
Morgan and U.S. Bank Trust National Association (formerly known as First Trust
of New York, National Association), as trustee (the "Trustee"). The Guarantees
were issued pursuant to the Guarantee Agreements, each between J.P. Morgan and
the Trustee (the "Guarantee Agreements").
Pursuant to the merger of J.P. Morgan with and into Chase (the
"Merger"), which is currently anticipated to occur on December 31, 2000, the
obligations of J.P. Morgan with regard to the Debentures, the Indenture, the
Guarantee Agreements and the Guarantees will be assumed by and become
obligations of Chase.
I have examined originals, or copies certified or otherwise identified
to my satisfaction, of such documents, corporate records and other instruments,
and made such
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The Chase Manhattan Corporation
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other investigations, as I have deemed necessary or appropriate for the purposes
of this opinion. I have assumed for purposes of this opinion that the Indenture
and each Guarantee Agreement is the valid and legally binding obligation of the
Trustee and that the Preferred Securities were duly authorized and executed by
the Trusts, authenticated by the Trustee and have been delivered against payment
therefor in accordance with the applicable purchase agreement, if any, with
respect thereto.
Based upon the foregoing, I am of the opinion that, upon consummation
of the Merger, the Junior Subordinated Debentures and the Guarantees will
constitute the legally binding obligations of Chase enforceable against Chase in
accordance with their terms.
My opinion set forth above is subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
I hereby consent to the use of this opinion for filing with the
Registration Statement as Exhibit 5.1 thereto. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/Neila B. Radin
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Neila B. Radin
Senior Vice President and
Associate General Counsel
