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EXHIBIT 5
[LETTERHEAD OF AMERICAN EXPRESS COMPANY]
December 12, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Express Company
Registration Statement on Form S-3
Dear Sirs:
I am Executive Vice President and General Counsel of American Express
Company, a New York corporation, and I have represented the company in
connection with the Registration Statement on Form S-3 (the 'Registration
Statement') filed with the Securities and Exchange Commission (the 'Commission')
under the Securities Act of 1933, as amended, relating to the offering from time
to time, as set forth in the prospectus contained in the Registration Statement
(the 'Prospectus'), and as to be set forth in one or more supplements to the
Prospectus (each such supplement, a 'Prospectus Supplement'), of the Company's
(i) debt securities (the 'Debt Securities'), (ii) preferred shares, par value
$1.66 2/3 per share (the 'Preferred Shares'), (iii) Preferred Shares represented
by depositary shares (the 'Depositary Shares'), (iv) common shares, par value
$0.60 per share (the 'Common Shares'), (v) warrants to purchase Debt Securities,
Preferred Shares, Common Shares or equity securities issued by another entity
(the 'Securities Warrants'), (vi) warrants the value of which is related to the
value of various currencies (the 'Currency Warrants') and (vii) other warrants
the value of which is related to various indices or other items (the 'Other
Warrants'), with an aggregate initial offering price of up to $3,000,000,000 or
the equivalent thereof in one or more foreign currencies or composite
currencies. The Securities Warrants, Currency Warrants and Other Warrants are
herein collectively referred to as the 'Warrants', and the Warrants, together
with the Debt Securities, the Preferred Shares, the Depositary Shares and the
Common Shares are collectively referred to as the 'Securities'. Any Preferred
Shares may be convertible into Common Shares, and any Debt Securities may be
convertible into other Debt Securities, Common Shares or Preferred Shares.
The Debt Securities will be issued in one or more series and may be either
senior debt securities (the 'Senior Securities') issued pursuant to an Indenture
dated as of May 1, 1997 (the 'Senior Indenture') between the Company and PNC
Bank, National Association, as Trustee (the 'Senior Indenture') or subordinated
debt securities (the 'Subordinated Securities') issued pursuant to an Indenture
dated as of May 1, 1997 between the Company and PNC Bank, National Association,
as Trustee (the 'Subordinated Indenture'). The Senior Indenture and the
Subordinated Indenture are herein each referred to as an 'Indenture' and
collectively referred to as the 'Indentures'. The Securities Warrants will be
issued under one or more securities warrant agreements (each, a 'Securities
Warrant Agreement'), the Currency Warrants will be issued under one or more
currency warrant agreements (each, a 'Currency Warrant Agreement') and the Other
Warrants will be issued under one or more warrant agreements (each, an 'Other
Warrant Agreement' and, together with the Securities Warrant Agreements and the
Currency Warrant Agreements, the 'Warrant Agreements') each to be between the
Company and a financial institution identified therein as warrant agent (each, a
'Warrant Agent'). The Depositary Shares will be issued under one or more Deposit
Agreements (the 'Deposit Agreements'), each to be between the Company and a
financial institution identified therein as the depositary (the 'Depositary').
The forms of the Indentures, the Warrant Agreements and the Deposit Agreement
are included as exhibits to the Registration Statement.
I or members of my staff have examined the originals or copies certified or
otherwise identified to our satisfaction, of such corporate records and
documents relating to the Company, including resolutions of the Board of
Directors of the Company (the 'Resolutions') authorizing the Indentures, the
Warrant Agreements, the
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Deposit Agreements and the issuance, offering and sale of the Securities, and
have made such other inquiries of law and fact as we have deemed necessary or
relevant as the basis of my opinion hereinafter expressed.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, I am of the opinion that:
1. The Debt Securities have been duly authorized and, (i) when the final
terms thereof have been duly established and approved and when duly executed
by the Company, in each case pursuant to the authority granted in the
Resolutions, (ii) upon the execution and delivery by the Company and the
Trustee of the applicable Indentures or, if required by the Indentures, an
applicable supplement to the applicable Indenture, and (iii) when the Debt
Securities have been authenticated by the Trustee and issued in accordance
with the terms of the applicable Indenture or Warrant Agreement, as the case
may be, and delivered to and paid for by the purchasers thereof, the Debt
Securities will constitute valid and legally binding obligations of the
Company entitled to the benefits of the applicable Indenture.
2. The Warrants have been duly authorized and, (i) upon execution and
delivery of a Warrant Agreement relating to the Warrants and (ii) when the
final terms thereof have been duly established and approved and when duly
executed by the Company, in each case pursuant to the authority granted in
the Resolutions, and countersigned by the applicable Warrant Agent in
accordance with the applicable Warrant Agreement and delivered to and paid
for by the purchasers thereof, the Warrants will constitute valid and
legally binding obligations of the Company.
3. The Preferred shares have been duly authorized and, (i) when the
final terms thereof have been duly established and approved by the Board of
Directors of the Company and certificates representing such shares have been
duly executed by the Company, in each case pursuant to the authority granted
in the Resolutions, and delivered against payment therefor, upon exercise of
any series of Securities Warrants or upon conversion of any series of
convertible Debt Securities, in accordance with the terms of the applicable
Debt Securities, Indenture or Warrant Agreement, as the case may be, and
(ii) when all corporate action necessary for issuance of such shares has
been taken, including the filing with the Secretary of State of the State of
New York of the applicable Certificate of Amendment of the Certificate of
Incorporation of the Company, such preferred Shares will be validly issued,
fully paid and non-assessable.
4. The Depositary Shares have been duly authorized and, (i) upon
execution and delivery of a Deposit Agreement, (ii) when the final terms of
the Depositary Shares have been duly established and approved, in each case
pursuant to the authority granted in the Resolutions, (iii) when the
depositary receipts representing the Depositary Shares (the 'Depositary
Receipts') have been duly executed by the Depositary and delivered to and
paid for by the purchasers thereof, and (iv) when all corporate action
necessary for issuance of such Depositary Shares and the underlying
Preferred Shares has been taken, including the filing with the Secretary of
State of the State of New York of the applicable Certificate of Amendment of
the Certificate of Incorporation of the Company, such Depositary Shares will
be validly issued and will entitle the holders thereof to the rights
specified in the Depositary Receipts and the Deposit Agreement.
5. The Common Shares to be sold by the Company have been duly authorized
and, when issued pursuant to the authority granted in the Resolutions and
delivered against payment therefor or upon conversion of any series of
convertible Debt Securities or Preferred Shares in accordance with the terms
of the applicable Debt Securities, Indenture, Preferred Shares of Warrant
Agreement, as the case may be, such Common Shares will be validly issued,
fully paid and non-assessable.
6. The Common Shares to be sold by the selling shareholders, (i) if
acquired by them in market transactions have been duly authorized and are
validly issued, fully paid and non-assessable and (ii) if acquired by them
from the Company have been duly authorized and when issued pursuant to the
authority granted in the Resolutions and delivered against payment therefor
or upon conversion of any series of convertible Debt Securities or Preferred
Shares in accordance with the terms of the applicable Debt Securities,
Indenture, Preferred Shares of Warrant Agreement, as the case may be, such
Common Shares will be validly issued, fully paid and non-assessable.
The opinions set forth in paragraphs 1, 2, and 4 above are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the enforcement of
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law), an implied covenant of good faith and fair
dealing and provisions of law that require that a judgment for money damages
rendered by a court in the United States be expressed only in United States
dollars.
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My opinion assumes that any Warrant Securities will be issued in compliance
with the provisions of the Commodity Futures Trading Act, as amended, and any
similar applicable state laws, or the rules, regulations, or interpretations of
the Commodity Futures Trading Commission, or similar state authorities, as may
be applicable to any Warrant Securities whose principal and/or interest payments
will be determined by reference to one or more currency exchange rates,
commodity prices, equity indices, or other variable factors.
I am admitted to the practice of law only in the State of New York and do
not purport to be expert in the laws of any jurisdiction other than the state of
New York and United States federal law.
I hereby consent to the use of the opinion as an exhibit to the Registration
Statement and to the use of my name under the heading 'Legal Matters' in the
Prospectus.
Very truly yours,
By /s/ LOUISE M. PARENT
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Louise M. Parent
Executive Vice President and General Counsel
