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EXHIBIT 5.2
September 11, 2000
GBB Capital IV
c/o Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, California 94303
Re: GBB Capital IV
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Ladies and Gentlemen:
We have acted as special Delaware counsel for GBB Capital IV, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, (the "Certificate"), as
filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on April 11, 2000;
(b) The Declaration of the Trust, dated as of April 11, 2000, among
Greater Bay Bancorp, a California corporation (the "Company"), and the trustees
of the Trust named therein;
(c) The Amended and Restated Declaration of Trust, dated as of May 19,
2000 (including Annex I, Exhibits A-1 and A-2 thereto) (the "Declaration"), by
and among the Corporation, as sponsor, the trustees of the Trust named therein
(the "Trustees"), and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (the "Declaration");
(d) The Registration Statement (the "Registration Statement") on Form
S-4, including a prospectus (the "Prospectus") relating to the $41,000,000
aggregate Liquidation Amount of 10.75% Capital Securities, Series B of the Trust
representing undivided beneficial interests in the assets of the Trust (each, a
"Series B Capital Security" and collectively, the "Series B Capital Securities")
to be issued
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GBB Capital IV
September 11, 2000
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in exchange for the Trusts' 10.75% Capital Securities, Series A, as filed by the
Company and the Trust with the Securities and Exchange Commission on September
11, 2000;
(f) A Certificate of Good Standing for the Trust, dated September 11,
2000, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Declaration and the Certificate are in
full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due organization or due
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv) that each
of the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (v)
the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Series A
Capital Security was issued by the Trust (collectively, the "Capital Security
Holders") of a Series B Capital Security Certificate representing a Series B
Capital Security issued in exchange for such Series A Capital Security, in
accordance with the Declaration and the Prospectus, and (vii) that the Series B
Capital Securities will be issued and sold to the Capital Security Holders in
accordance with the Declaration and the Prospectus. We have not participated in
the preparation of the Registration Statement and assume no responsibility for
its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered
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GBB Capital IV
September 11, 2000
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only with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
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(S) 3801, et seq.
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2. The Series B Capital Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the Trust,
are entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Declaration.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, 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.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
EAM/TLM/sxr
