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[KEYCORP LOGO]
Exhibit (5)
June 21, 2000
Board of Directors
KeyCorp
127 Public Square
Cleveland, Ohio 44114
RE: Registration Statement on Form S-3
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Ladies and Gentlemen:
I am Vice President and Associate General Counsel of KeyCorp (the
"Corporation"), and I have acted as counsel to the Corporation in connection
with the Registration Statement on Form S-3 and any amendments, Reg. No.
333-10577, filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Registration
Statement"). The Registration Statement covers $1,261,500,000 of securities
of the Corporation, consisting of:
(a) senior unsecured debt securities (the "Senior Debt Securities") to
be issued from time to time under an Indenture, a copy of which is incorporated
by reference to Exhibit 4(c) to the Registration Statement No. 33-58405, filed
with the Commission on April 3, 1995 ("Registration Statement No. 33-58405"),
between the Corporation and Bankers Trust New York Corporation, as trustee (the
"Senior Indenture");
(b) subordinated unsecured debt securities (the "Subordinated Debt
Securities" and, together with the Senior Debt Securities, being referred to
herein collectively as the "Debt Securities") to be issued from time to time
under an Indenture, a copy of which is incorporated by reference to Exhibit 4(d)
to the Registration Statement No. 33-58405, between the Corporation and Bankers
Trust New York Corporation, as trustee (the "Subordinated Indenture" and,
together with the Senior Indenture, being referred to herein collectively as the
"Indentures");
(c) shares of preferred stock, with a par value of $1 each, of the
Corporation (the "Preferred Stock");
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(d) depositary receipts (the "Depositary Receipts") for depositary
shares (the "Depositary Shares") representing an interest in shares of Preferred
Stock of the Corporation to be issued under a Deposit Agreement, substantially
in the form that is incorporated by reference to Exhibit 4(i) to the
Registration Statement No. 33-58405 (the "Deposit Agreement"), between the
Corporation and a bank or trust company, as depositary (the "Depositary");
(e) common shares, with a par value of $1 each, of the Corporation (the
"Common Shares"); and
(f) warrants entitling the holder to purchase Debt Securities (the
"Debt Warrants"); Preferred Stock (the "Preferred Stock Warrants"), Common
Shares (the "Common Share Warrants") or Depositary Shares (the "Depositary Share
Warrants") and together with the Debt Warrants, the Preferred Stock Warrants and
the Common Share Warrants, being referred to herein collectively as the
"Securities Warrants") to be issued from time to time under a Warrant Agreement,
substantially in the form that is incorporated by reference to Exhibit 4(g) to
the Registration Statement No. 33-58405 (the "Securities Warrant Agreement"),
between the Corporation and a bank or trust company, as warrant agent (the
"Securities Warrant Agent").
The Debt Securities, Preferred Stock, Depositary Shares, Common Shares,
Debt Warrants, Preferred Stock Warrants, Depositary Share Warrants and Common
Share Warrants are referred to herein collectively as the "Securities." Certain
issues of Debt Securities may provide that such Debt Securities are convertible
at the option of the holder or the Corporation into Capital Securities (as
defined in the Registration Statement) of the Corporation and certain series of
Preferred Stock may provide that the Preferred Stock of such series is
convertible at the option of the holder into Common Shares or any other class or
series of Capital Securities of the Corporation or convertible at the option of
the Corporation into Capital Securities or other debt securities of the
Corporation.
I am familiar with the corporate proceedings of the Corporation to date
with respect to the proposed issuance and sale of the Securities, and I have
examined such corporate records of the Corporation and such other documents and
certificates as I have deemed necessary as a basis for the opinions hereinafter
expressed. In rendering this opinion, I have assumed, without any independent
investigation, that (i) all documents that have been submitted to me as
originals are authentic, and that all documents that have been submitted to me
as copies conform to authentic, original documents; and (ii) all persons
executing agreements, instruments or documents examined or relied upon by me had
the capacity to sign such agreements, instruments or documents, and all such
signatures are genuine.
I have assumed that each of the documents have been duly authorized,
executed and delivered by each of the parties thereto other than the Corporation
and constitute valid and legally binding obligations of such parties enforceable
in accordance with their respective
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terms, except as limited by Title 11 of the United States Code (Bankruptcy) and
other applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent
transfer, moratorium or other laws relating to or affecting creditors' rights
generally and general principles of equity, constitutional rights and public
policy, regardless of whether enforceability is considered in a proceeding at
law or in equity and except that the provisions requiring payment of attorneys'
fees may not be enforced by courts applying Ohio law.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
(1) The Corporation is a corporation duly organized and validly
existing under the laws of the State of Ohio.
(2) When in accordance with applicable law appropriate corporate action
has been taken to fix the terms of one or more issues of the Debt Securities
under the applicable Indenture and to authorize their issuance and sale, and
when the Debt Securities with the terms so fixed shall have been duly
authenticated under the applicable Indenture, and issued and sold as described
in the Prospectus included in the Registration Statement as it may at any time
be amended, and in any prospectus supplement relating thereto, pursuant to and
in a manner consistent with such corporate action, such Debt Securities will
constitute valid and legally binding obligations of the Corporation entitled to
the benefits provided by the applicable Indenture.
(3) When and if any Debt Securities that have been issued in accordance
with paragraph 2 or paragraph 7 have been surrendered to the Corporation for
conversion in accordance with the applicable Indenture, and Common Shares,
shares of Preferred Stock or Debt Securities, as the case may be, so issuable
upon such conversion have been, in the case of Common Shares, validly issued or
delivered from Common Shares duly authorized and reserved therefor by
appropriate corporate action, or in the case of shares of Preferred Stock,
validly issued or delivered from shares of any Preferred Stock duly authorized
and reserved therefor after appropriate corporate and other action has been
taken in accordance with paragraph 4, or, in the case of Debt Securities,
validly issued or delivered from Debt Securities duly authorized and the terms
of which have been fixed by appropriate corporate action and authenticated under
an applicable Indenture, such Common Shares or Preferred Stock will be validly
issued, fully paid and nonassessable and such Debt Securities will constitute
valid and legally binding obligations of the Corporation entitled to the
benefits provided by the applicable Indenture.
(4) When appropriate corporate action has been taken to authorize the
issuance and fix the terms of one or more issues of Preferred Stock in
accordance with applicable law and the Corporation's charter documents, such
shares of Preferred Stock will have been duly authorized and, when issued and
sold as described in the Prospectus included in the Registration Statement as it
may at any time be amended, and in any prospectus supplement
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relating thereto, pursuant to and in a manner consistent with such corporate
action, such shares of Preferred Stock will be validly issued, fully paid and
nonassessable.
(5) When and if any shares of Preferred Stock that have been issued in
accordance with paragraph 4 or paragraph 7 have been surrendered to the
Corporation for conversion, and Common Shares or Debt Securities, as the case
may be, so issuable upon such conversion, have been duly issued or delivered
from Common Shares duly authorized and reserved therefor by appropriate
corporate action, or, in accordance with paragraph 2, from Debt Securities duly
authorized and the terms of which have been fixed by appropriate corporate
action and authenticated under the applicable Indenture, as the case may be,
such Common Shares will be validly issued, fully paid and nonassessable and such
Debt Securities will constitute valid and legally binding obligations of the
Corporation entitled to the benefits provided by the applicable Indenture.
(6) When appropriate action has been taken to authorize the issuance
and fix the terms of one or more issues of Depositary Shares and the underlying
Preferred Stock in accordance with paragraph 4, and to authorize the execution
and delivery of the related Deposit Agreement, and when such Deposit Agreement
shall have been duly executed and delivered by the Corporation and the
Depositary, such Depositary Shares and shares of underlying Preferred Stock will
have been duly authorized and, when Depositary Receipts for such Depositary
Shares and the Depositary Shares shall have been issued and sold as described in
the prospectus included in the Registration Statement as it may at any time be
amended, and in any prospectus supplement relating thereto, or in accordance
with paragraph 7, pursuant to and in a manner consistent with such
authorization, and when the underlying Preferred Stock shall have been validly
issued after appropriate corporate action and other action has been taken in
accordance with paragraph 4, 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.
(7) When appropriate corporate action has been taken to authorize the
Corporation to execute and deliver the Securities Warrant Agreement, to fix the
terms of one or more issues thereunder of Securities Warrants, and to authorize
their issue, and such Securities Warrant Agreement shall have been duly executed
and delivered by the Corporation and the Securities Warrant Agent, and when
Securities Warrants with terms so fixed shall have been duly countersigned by
the Securities Warrant Agreement in accordance with such corporate action, such
Securities Warrants shall constitute valid and legally binding obligations of
the Corporation, and, where applicable (i) the Debt Securities issuable upon
exercise of any such Securities Warrants, when, in accordance with paragraph 2,
duly authorized by appropriate corporate action and authenticated under the
applicable Indenture, and when paid for in accordance with the terms of the
applicable Securities Warrants, will constitute valid and legally binding
obligations of the Corporation entitled to the benefits provided by the
applicable Indenture; (ii) the shares of Preferred Stock issuable upon exercise
of any such Securities Warrants, when duly authorized and reserved therefor
after appropriate corporate
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and other action has been taken in accordance with paragraph 4, and when paid
for in accordance with the terms of the applicable Securities Warrants, will
be validly issued, fully paid and nonassessable; (iii) the Common Shares
issuable upon exercise of any such Securities Warrants when duly authorized and
reserved for issuance therefor by appropriate corporate action, and when paid
for in accordance with the terms of the applicable Securities Warrants, will be
validly issued, fully paid and nonassessable; and (iv) the Depositary Shares
issuable upon exercise of any such Securities Warrants when duly authorized by
appropriate corporate action and other action has been taken in accordance
with paragraph 6, and when paid for in accordance with the applicable
Securities Warrants, will be validly issued and will entitle the holders to the
rights specified in the Depositary Receipts and the Deposit Agreement.
The opinions set forth above are subject to (i) bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium and other similar laws relating to or affecting the
enforcement of creditors' rights generally; (ii) general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law); and (iii) 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.
This opinion is given on the basis of the law and the facts existing as
of the date hereof. I assume no obligation to advise you of changes in matters
of fact or law which may thereafter occur. My opinion is based on statutory laws
and judicial decisions that are in effect on the date hereof, and I do not opine
with respect to any law, regulation, rule or governmental policy which may be
enacted or adopted after the date hereof.
I am licensed to practice law in the State of Ohio and, accordingly,
the foregoing opinions are limited solely to the laws of the State of Ohio and
applicable federal laws of the United States. I call your attention to the fact
that the Indentures, the Deposit Agreement, the Securities Warrant Agreement and
certain other documents, agreements and instruments referred to above may be
governed by the laws of New York or a jurisdiction other than Ohio. I express no
opinion as to matters governed by any laws other than laws of the State of Ohio
and the federal laws of the United States of America.
This opinion is intended solely for your use in connection with the
Corporation's Registration Statement on Form S-3 and may not be reproduced,
filed publicly, or relied upon by you for any other purpose or by any other
person for any purpose without our prior written consent.
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I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the use of my name therein.
Very truly yours,
/s/ Daniel R. Stolzer
Daniel R. Stolzer
Vice President and
Associate General Counsel
