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Exhibit 5
[LETTERHEAD OF EDWARDS & ANGELL, LLP]
[FORM OF VALIDITY OPINION]
January __, 2001
FleetBoston Financial Corporation
100 Federal Street
Boston, MA 02110
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4 filed by FleetBoston
Financial Corporation (the "Company") with the Securities and Exchange
Commission on November 21, 2000, as amended by Amendment No. 1 thereto filed on
January 5, 2001, as amended by Amendment No. 2 thereto filed on January 19,
2001 (as amended, the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of up to
190,093,245 shares of common stock, $.01 par value (the "Common Stock").
We have served as counsel for the Company and, as such, assisted in the
organization thereof under the laws of the State of Rhode Island and are
familiar with all corporate proceedings since its organization. We have examined
the following documents and records:
1. The Restated Articles of Incorporation of the Company;
2. The By-Laws of the Company;
3. The Agreement and Plan of Merger dated as of October 1, 2000 (the
"Merger Agreement"); and
4. All corporation minutes and proceedings of the Company relating to the
issuance of the Common Stock of the Company being registered under the
Registration Statement.
We have also examined such further documents, records and proceedings as we have
deemed pertinent in connection with the issuance of said Common Stock. We also
are familiar with the additional proceedings proposed to be taken by the Company
in connection with the authorization, registration, issuance and sale of the
Common Stock.
Based upon such examination, it is our opinion that, subject to the proposed
additional proceedings being duly taken and completed as now contemplated by the
Company prior to the issuance of the Common Stock, the Common Stock being
registered by the Registration Statement, when issued pursuant to the Merger
Agreement upon consummation of the Merger contemplated therein, will be validly
issued, fully paid and nonassessable.
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V. Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet Bank
(RI), National Association, a wholly owned subsidiary of the Company, and
beneficially owns 9,856 shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Proxy Statement-Prospectus
which is part of the Registration Statement.
Very truly yours,
