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EXHIBIT 5.1
July 12, 2000
Golden West Financial Corporation
1901 Harrison Street
Oakland, California 94612
Re: Golden West Financial Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-3 (the "Registration Statement"), in the form being filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the following: (a) shares of
preferred stock of Golden West Financial Corporation (the "Company"), $1.00 par
value, in one or more series (the "Preferred Stock"); (b) senior debt securities
of the Company (the "Senior Debt Securities"); and (c) subordinate debt
securities of the Company (the "Subordinate Debt Securities," and collectively
with the Senior Debt Securities, the "Debt Securities"). The Debt Securities and
Preferred Stock will have an aggregate initial offering price of up to
$1,000,000,000. The Senior Debt Securities are to be issued pursuant to an
indenture (the "Senior Debt Indenture"), a form of which is filed as Exhibit 4.4
to the Registration Statement. The Subordinate Debt Securities are to be issued
pursuant to an indenture (the "Subordinate Debt Indenture"), a form of which is
filed as Exhibit 4.3 to the Registration Statement. The Debt Securities and
Preferred Stock are to be sold from time to time as set forth in the
Registration Statement, any amendment thereto, the prospectus contained therein
(the "Prospectus") and any supplements to the Prospectus (the "Prospectus
Supplements").
We have examined instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed.
Based on such examination, we are of the opinion that:
(1) when the issuance of the Senior Debt Securities has been duly
authorized by appropriate corporate action and the Senior Debt Securities have
been duly completed, executed, authenticated and delivered in accordance with
the Senior Debt Indenture and sold as described in the Registration Statement,
any amendment thereto, the Prospectus and any Prospectus Supplement relating
thereto, the Senior Debt Securities will be legal, valid, and binding
obligations of the Company, entitled to the benefits of the Senior Debt
Indenture;
(2) when the issuance of the Subordinate Debt Securities has been
duly
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Golden West Financial Corporation
July 12, 2000
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authorized by appropriate corporate action and the Subordinate Debt
Securities have been duly completed, executed, authenticated and delivered in
accordance with the Subordinate Debt Indenture and sold as described in the
Registration Statement, any amendment thereto, the Prospectus and any Prospectus
Supplement relating thereto, the Subordinate Debt Securities will be legal,
valid, and binding obligations of the Company, entitled to the benefits of the
Subordinate Debt Indenture; and
(3) when (a) the Board of Directors of the Company (or a duly
authorized committee thereof) has taken all necessary corporate action to
approve the issuance and establish the terms of any particular series of
Preferred Stock, the offering thereof and related matters and (b) the Preferred
Stock has been issued, sold and delivered in the manner stated in the applicable
definitive purchase, underwriting or similar agreement and for the consideration
approved by the Board (not less than the par value of the Preferred Stock), such
Preferred Stock will be duly authorized, validly issued, fully paid and
non-assessable.
Our opinion that the Debt Securities are legal, valid, and
binding is qualified as to limitations imposed by bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium or other laws
relating to or affecting the enforcement of creditors' rights generally; and
general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing, and the possible
unavailability of specific performance or injunctive relief, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
We express no opinion as to matters of law in jurisdictions other
than the State of California, the federal law of the United States, and the
corporate law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the above-referenced Registration Statement and to the use of our name wherever
it appears in the Registration Statement, the Prospectus, any Prospectus
Supplement, and in any amendment or supplement thereto. In giving such consent,
we do not consider that we are "experts" within the meaning of such term as used
in the Act or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
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Golden West Financial Corporation
July 12, 2000
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/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
