<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1995
REGISTRATION NOS. 33-63279 AND 33-63279-01
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ROUSE CAPITAL THE ROUSE COMPANY
(Exact name of registrant as (Exact name of registrant as specified in
specified in its charter) its charter)
DELAWARE MARYLAND
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
52-1946034 52-0735512
(I.R.S. Employer Identification (I.R.S. Employer Identification No.)
No.)
10275 LITTLE PATUXENT PARKWAY
C/O THE ROUSE COMPANY COLUMBIA, MARYLAND 21044-3456
10275 LITTLE PATUXENT PARKWAY (410) 992-6000
COLUMBIA, MARYLAND 21044-3456 (Address including zip code, and telephone
(410) 992-6000 number,
(Address including zip code, and including area code, of registrant's
telephone number, principal executive offices)
including area code, of
registrant's principal executive
offices)
---------------
BRUCE I. ROTHSCHILD
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
10275 LITTLE PATUXENT PARKWAY
COLUMBIA, MARYLAND 21044-3456
(410) 992-6000
(Name, address including zip code, and telephone number,
including area code, of agent for service)
---------------
COPIES TO:
TIMOTHY E. PETERSON JOSEPH C. SHENKER
FRIED, FRANK, HARRIS, SHRIVER & SULLIVAN & CROMWELL
JACOBSON 250 PARK AVENUE
ONE NEW YORK PLAZA NEW YORK, NEW YORK 10177
NEW YORK, NEW YORK 10004 (212) 558-4000
(212) 859-8000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 4 to the Registration Statement consists of the
Registration Statement facing page, this explanatory note, Part II to the
Registration Statement and certain exhibits being filed herewith. The
Prospectus has been omitted from this Amendment No. 4 as no changes have been
made to the Prospectus previously filed on November 20, 1995.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 49,569
Printing expenses.................................................. 125,000
Rating agency fees................................................. 80,000
New York Stock Exchange listing fee................................ 47,800
Trustee's fees..................................................... 30,000
Legal fees and expenses............................................ 175,000
Accounting expenses................................................ 30,000
Blue Sky fees and expenses......................................... 36,000
Other.............................................................. 35,000
--------
Total............................................................ $608,369
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX of the Bylaws of the Company provides that directors and officers
of the Company shall be indemnified by the Company to the fullest extent
permitted by Maryland law as now or hereafter in force, including the advance
of related expenses. If any determination is required under applicable law as
to whether a director or officer is entitled to indemnification, such
determination shall be made by independent legal counsel retained by the
Company and appointed by either the Board of Directors or the Chief Executive
Officer. Paragraph (f) of Article Seventh of the Amended and Restated Articles
of Incorporation of the Company provides that to the fullest extent permitted
by Maryland statutory or decisional law, as amended or interpreted, no
director or officer of the Company shall be personally liable to the Company
or its stockholders for money damages. A copy of Section 2-418 of the
Corporations and Associations Article of the Annotated Code of Maryland is
included as an Exhibit to this Registration Statement.
The Company maintains directors and officers insurance on behalf of its
directors, officers and certain other persons against any liability asserted
against them in any such capacity. The form of Underwriting Agreement
contained in Exhibit 1.1 provides for indemnification of the directors and
officers signing the Registration Statement and certain controlling persons of
the Company against certain liabilities, including certain liabilities under
the Securities Act of 1933, as amended, in certain instances by each
underwriter participating in an offering of the Preferred Securities.
The Company has agreed to indemnify the Property Trustee, the Delaware
Trustee and the Administrative Trustees against certain liabilities in
connection with the Trust Agreement.
ITEM 16. EXHIBITS
Set forth below is a list of the exhibits included as part of this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*1.1 Form of Underwriting Agreement
*4.1 Certificate of Trust of Rouse Capital
*4.2 Form of Trust Agreement
*4.3 Form of Indenture between Rouse and The First National Bank of
Chicago, as Debenture Trustee
*4.4 Form of Preferred Securities (included in Exhibit 4.2 above)
*4.5 Form of Junior Subordinated Debenture (included in Exhibit 4.3 above)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*4.6 Form of Guarantee by Rouse and The First National Bank of Chicago, as
Guarantee Trustee
*4.7 Form of Agreement as to Expenses and Liabilities (included in Exhibit
4.2 above)
5.1 Opinion of Richards, Layton & Finger re validity of Preferred
Securities
5.2 Opinion of Fried, Frank, Harris, Shriver & Jacobson re validity of
Guarantee and Junior Subordinated Debentures
5.3 Opinion of Bruce I. Rothschild, Esq.
8.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson re tax matters
*12.1 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends
*12.2 Computation of Ratio of Earnings to Fixed Charges
*12.3 Computation of Consolidated Coverage Ratio
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Landauer Associates, Inc., independent real estate
consultants
23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
23.4 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.2 above)
23.5 Consent of Bruce I. Rothschild, Esq. (included in Exhibit 5.3 above)
23.6 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 8.1 above)
*24.1 Power of Attorney, dated September 28, 1995.
*24.2 Power of Attorney, dated September 28, 1995.
*25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Debenture Trustee
under the Indenture
*25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Trustee under the
Trust Agreement of the Issuer
*25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Guarantee Trustee
under the Guarantee
99.1 Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland (which is incorporated by reference from
the Exhibits to the Company's Form S-3 Registration Statement (No.
33-56646))
</TABLE>
- --------
*Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrants pursuant to the foregoing provisions or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange
II-2
<PAGE>
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer, or
controlling person of the registrants in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrants
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
questions whether such indemnification by them is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrants hereby undertake to provide to the underwriter,
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
The undersigned registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Rouse
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Howard, State of Maryland, on the
21st day of November, 1995.
THE ROUSE COMPANY
/s/ Anthony W. Deering
By: _________________________________
Anthony W. Deering
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Principal Executive Officers:
President, Chief
/s/ Anthony W. Deering Executive Officer November 21, 1995
- ------------------------------------- and Director
ANTHONY W. DEERING
Principal Financial Officer:
Senior Vice
/s/ Jeffrey H. Donahue President and Chief November 21, 1995
- ------------------------------------- Financial Officer
JEFFREY H. DONAHUE
Principal Accounting Officer:
/s/ George L. Yungmann Senior Vice
- ------------------------------------- President and November 21, 1995
GEORGE L. YUNGMANN Controller
II-4
<PAGE>
THE BOARD OF DIRECTORS
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai,
Mathias J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman,
Roger W. Schipke and Alexander F. Trowbridge.
/s/ Mathias J. DeVito For himself and as November 21, 1995
- ------------------------------------- Attorney-in-Fact for
MATHIAS J. DEVITO the above-named
members of the Board
of Directors
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Rouse Capital
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the County of Howard, State of Maryland, on the 21st day
of November, 1995.
ROUSE CAPITAL
By: THE ROUSE COMPANY, as Depositor
/s/ Jeffrey H. Donahue
By: _________________________________
Jeffrey H. Donahue
Senior Vice President and
Chief Financial Officer
II-6
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*1.1 Form of Underwriting Agreement
*4.1 Certificate of Trust of Rouse Capital
*4.2 Form of Trust Agreement
*4.3 Form of Indenture between Rouse and The First National Bank of
Chicago, as Debenture Trustee
*4.4 Form of Preferred Securities (included in Exhibit 4.2 above)
*4.5 Form of Junior Subordinated Debenture (included in Exhibit 4.3 above)
*4.6 Form of Guarantee by Rouse and The First National Bank of Chicago, as
Guarantee Trustee
*4.7 Form of Agreement as to Expenses and Liabilities (included in Exhibit
4.2 above)
5.1 Opinion of Richards, Layton & Finger re validity of Preferred
Securities
5.2 Opinion of Fried, Frank, Harris, Shriver & Jacobson re validity of
Guarantee and Junior Subordinated Debentures
5.3 Opinion of Bruce I. Rothschild, Esq.
8.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson re tax matters
*12.1 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends
*12.2 Computation of Ratio of Earnings to Fixed Charges
*12.3 Computation of Consolidated Coverage Ratio
23.1 Consent of KPMG Peat Marwick LLP, independent auditors
23.2 Consent of Landauer Associates, Inc., independent real estate
consultants
23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
23.4 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 5.2 above)
23.5 Consent of Bruce I. Rothschild, Esq. (included in Exhibit 5.3 above)
23.6 Consent of Fried, Frank, Harris, Shriver & Jacobson (included in
Exhibit 8.1 above)
*24.1 Power of Attorney, dated September 28, 1995
*24.2 Power of Attorney, dated September 28, 1995
*25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Debenture Trustee
under the Indenture
*25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Trustee under the
Trust Agreement of the Issuer
*25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The First National Bank of Chicago, as Guarantee Trustee
under the Guarantee
99.1 Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland (which is incorporated by reference from
the Exhibits to the Company's Form S-3 Registration Statement (No.
33-56646))
</TABLE>
- --------
* Previously filed.
<PAGE>
EXHIBIT 5.1
November 21, 1995
Rouse Capital
c/o The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Re: Rouse Capital
-------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Rouse Company, a
Maryland corporation ("Rouse"),and Rouse Capital, 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, dated September 29, 1995
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on September 29, 1995;
(b) The Trust Agreement of the Trust, dated as of September 29, 1995,
between Rouse and the trustees of the Trust named therein;
(c) The preliminary prospectus, dated November 15, 1995 (the
"Prospectus"), relating to the __% Cumulative Quarterly Income Preferred
Securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities");
<PAGE>
Rouse Capital
November 21, 1995
Page 2
(d) Amendment No. 3 to the Registration Statement (the "Original
Registration Statement") on Form S-3, including a form of Amended and Restated
Trust Agreement of the Trust, to be entered into among Rouse, the trustees of
the Trust named therein and the holders, from time to time, of the undivided
beneficial interests in the assets of the Trust (the "Trust Agreement"), as
filed by Rouse and the Trust with the Securities and Exchange Commission on
November 20, 1995;
(e) Amendment No. 4 to the Original Registration Statement ("Amendment
No. 4") as filed by Rouse and the Trust with the Securities and Exchange
Commission on or about November 21, 1995 (the Original Registration Statement,
as amended by Amendment No. 4, is hereinafter referred to as the "Registration
Statement"); and
(f) A Certificate of Good Standing for the Trust, dated November 21,
1995, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraph (a) through (f) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (f) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provison in
any document that we have not reviewed that 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) the Trust Agreement
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 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 organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) the power and
authority of each of the parties to the documents examined by us 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 Preferred Security is
to be issued by the Trust (collectively, the "Preferred Security Holders") of
<PAGE>
Rouse Capital
November 21, 1995
Page 3
a Preferred Securities Certificate for such Preferred Security and the payment
for the Preferred Security acquired by it, in accordance with the Trust
Agreement, the Registration Statement and the Prospectus, and (vii) the issuance
and sale of the Preferred Securities to the Preferred Security Holders in
accordance with the Trust Agreement, the Registration Statement and the
Prospectus. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their 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 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.
-------
(S) 3801, et seq.
------
2. The Preferred 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 Preferred Security Holders, as beneficial owners of the Trust,
will be 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 Preferred Security
Holders may be obligated, pursuant to the Trust Agreement, to (i) provide
indemnity and/or security in connection with and pay a sum sufficient to cover
any taxes or governmental charges arising from transfers or exchanges of
Preferred Securities Certificates and the issuance of replacement Preferred
Securities Certificates and (ii) provide security and/or indemnity in connection
with requests of or directions to the Property Trustee to exercise its rights
and powers under the Trust Agreement.
<PAGE>
Rouse Capital
November 21, 1995
Page 4
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Validity of the Securities" 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
CDK/WAY/mag
<PAGE>
EXHIBIT 5.2
212-859-8000
November 21, 1995 (FAX: 212-859-4000)
The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Rouse Capital
c/o The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Ladies and Gentlemen:
We are acting as special counsel to The Rouse Company, a Maryland
corporation (the "Company"), and Rouse Capital, a Delaware statutory business
trust, in connection with the preparation of a Registration Statement on Form
S-3 (File Nos. 33-63279 and 33-63279-01) under the Securities Act of 1933, as
amended (the "Securities Act") (together with any amendments thereto, and any
registration statement that may be filed pursuant to Rule 462(b) promulgated
under the Securities Act, the "Registration Statement") with respect to (i) the
Guarantee (the "Guarantee") to be issued by the Company to The First National
Bank of Chicago, as trustee for the benefit of the holders of the __% Cumulative
Quarterly Income Preferred Securities of Rouse Capital, and registered under the
Registration Statement (the "Guarantee"), and (ii) the Company's __% Junior
Subordinated Debentures due 2025 registered under the Registration Statement
(the "Junior Subordinated Debentures"). The Junior Subordinated Debentures are
to be issued to Rouse Capital under an Indenture (the "Indenture") between the
Company and The First National Bank of Chicago, as trustee (the "Trustee").
We have examined the originals, or certified, conformed or
reproduction copies, of all such records, agreements, instruments and documents
as we have deemed relevant or necessary as the basis for the opinion hereinafter
expressed. In all such examinations, we have assumed the genuineness of all
signatures and the conformity to original or certified copies of all copies
submitted to us as conformed or reproduction copies. As to various questions of
fact relevant
<PAGE>
-2-
The Rouse Company November 21, 1995
to such opinion, we have relied upon, and assumed the accuracy of, certificates
and oral or written statements and other information of or from public
officials, officers or representatives of the Company and others.
Based upon the foregoing and subject to the limitations set forth
herein, we are of the opinion that:
1. The Guarantee has been duly authorized by the Company and when
executed and delivered by the Company will constitute a valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent
transfer, fraudulent conveyance, moratorium or other laws now or hereafter in
effect affecting creditors' rights generally, and (ii) general principles of
equity (including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness) whether considered in a proceeding in equity or
at law.
2. The Junior Subordinated Debentures have been duly authorized by
the Company and when executed and issued by the Company, assuming due execution
and delivery of the Indenture by the Company, due authorization, execution and
delivery of the Indenture by the Trustee and due authentication of the Junior
Subordinated Debentures by the Trustee, will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent
transfer, fraudulent conveyance, moratorium or other laws now or hereafter in
effect affecting creditors' rights generally, and (ii) general principles of
equity (including, without limitation, standards of materiality, good faith,
fair dealing and reasonableness) whether considered in a proceeding in equity or
at law.
This opinion is expressly limited to the laws of the State of New
York. Insofar as our opinion involves the laws of the State of Maryland, we
have relied with your consent solely on the opinion of Bruce I. Rothschild,
Esq., General Counsel of the Company, addressed to us of even date herewith, a
copy of which is attached hereto. To the extent that such opinion contains
conditions and limitations, we are incorporating such conditions and limitations
herein.
<PAGE>
-3-
The Rouse Company November 21, 1995
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Validity of Securities" in the Prospectus forming a part of the Registration
Statement. In giving these consents, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Timothy E. Peterson
-------------------------
Timothy E. Peterson
<PAGE>
EXHIBIT 5.3
November 21, 1995
The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Fried, Frank, Harris,
Shriver & Jacobson
One New York Plaza
New York, New York 10004
Ladies and Gentlemen:
I have acted as counsel for The Rouse Company, a Maryland corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (Nos. 33-63279 and 33-63279-01) under the Securities Act of 1933, as
amended (the "Securities Act") (together with any amendments thereto, and any
registration statement that may be filed pursuant to Rule 462(b) under the
Securities Act, the "Registration Statement") with respect to (i) the Guarantee
to be issued by the Company to The First National Bank of Chicago, as trustee
for the benefit of the holders of the __% Cumulative Quarterly Income Preferred
Securities of Rouse Capital and registered under the Registration Statement (the
"Gurantee") and (ii) the Company's __% Junior Subordinated Debentures due 2025
registered under the Registration Statement (the "Junior Subordinated
Debentures"). The Junior Subordinated Debentures are to be issued to Rouse
Capital under an Indenture (the "Indenture") between the Company and The First
National Bank of Chicago, as trustee (the "Trustee").
In that capacity, I have examined the originals, or certified,
confirmed or reproduction copies, of all corporate proceedings, records,
agreements, instruments and documents, and such statutory, constitutional and
other material as I have deemed relevant or necessary as the basis for the
opinions hereinafter expressed. In connection therewith, I have assumed the
genuineness of all signatures on original or certified copies and the conformity
to original or certified copies of all copies submitted to me as conformed or
reproduction copies. As to various questions of fact relevant to such opinions,
I have relied upon certificates and statements of public officials and officers
or representatives of the Company and others.
Based upon the foregoing, and subject to the limitations set forth
herein, I am of the opinion that:
<PAGE>
-2-
The Rouse House
Fried, Frank, Harris,
Shriver & Jacobson November 21, 1995
1. The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Maryland.
2. The Company has all the requisite corporate power and authority
to enter into each of the Guarantee and the Indenture and to issue the Junior
Subordinated Debentures and to perform its obligations thereunder.
3. Execution and delivery of each of the Guarantee, the Indenture
and the Junior Subordinated Debentures have been duly authorized by the Company.
I wish to advise you that I am a member of the Maryland Bar and
accordingly limit the opinions expressed herein to matters of the laws of the
State of Maryland.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to my opinion under the caption
"Validity of Securities" in the Prospectus forming a part of the Registration
Statement. I hereby also consent to the reliance on this opinion by Fried,
Frank, Harris, Shriver & Jacobson.
Very truly yours,
/s/ Bruce I. Rothschild
<PAGE>
EXHIBIT 8.1
859-8278
(FAX: 212-859-8588)
November 21, 1995
The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Rouse Capital
c/o The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Ladies and Gentlemen:
We have acted as your special tax counsel in connection with your
Registration Statement on Form S-3, and any related registration statement that
may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (collectively, the "Registration Statement"), filed with the
Securities and Exchange Commission, with respect to the public offering of __%
Cumulative Quarterly Income Preferred Securities thereunder (the "Preferred
Securities").
We hereby confirm, based on the assumptions and subject to the
qualifications and limitations set forth therein, that the statements in the
section of the Registration Statement captioned "Certain United States Federal
Income Tax Considerations," to the
<PAGE>
The Rouse Company
Rouse Capital -2- November 21, 1995
extent that such statements constitute statements of law, reflect our opinion,
as of the date hereof, with respect to the matters set forth therein regarding
federal income tax consequences of the purchase, ownership, and disposition of
the Preferred Securities. No opinion is expressed on matters other than those
specifically referred to herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Robert Cassanos
---------------------------------
Robert Cassanos
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of The Rouse Company:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
_____________________________________
KPMG Peat Marwick LLP
Baltimore, Maryland
November 21, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
The Board of Directors of The Rouse Company:
We consent to the incorporation by reference in Amendment No. 4 to the
Registration Statement of The Rouse Company (the "Company") and Rouse Capital
on Form S-3 (Registration Nos. 33-63279 and 33-63279-01) of our report dated
February 21, 1995, on our concurrence with the Company's estimates of the
market value of its equity and other interests in certain real property owned
and/or managed by the Company and its subsidiaries as of December 31, 1994 and
1993, which report appears on page 19 of the 1994 Annual Report to
Shareholders that is incorporated by reference in the Annual Report on Form
10-K of the Company for the year ended December 31, 1994, and to the reference
to our firm under the heading "Experts" in the Prospectus that is a part of
such Registration Statement.
/s/ Deborah A. Jackson
_____________________________________
Landauer Associates, Inc.
New York, New York
November 21, 1995
