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Exhibit 5.1
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[Letterhead of Ropes & Gray]
January 17, 2001
State Street Corporation
225 Franklin Street
Boston, Massachusetts 02110
Ladies and Gentlemen:
This opinion is rendered to you in connection with the Registration
Statement on Form S-3 of State Street Corporation (the "Company") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Registration Statement"), covering the offering and possible
future sale by certain holders of up to 1,200,000 shares of common stock of the
Company (the "Shares").
We have acted as counsel to the Company in connection with the preparation
and filing of the Registration Statement. For purposes of our opinion, we have
examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary. We have assumed the genuineness and
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as copies.
We express no opinion as to the laws of any jurisdiction other than those
of The Commonwealth of Massachusetts and the federal laws of the United States
of America.
For purposes of this opinion, we have examined and relied upon the
information set forth in the Registration Statement and such other documents and
records that we have deemed necessary.
Based on and subject to the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the Commonwealth of Massachusetts.
2. The Shares to be issued and sold by the Company have been duly
authorized for issuance and, when such Shares are issued and paid for in
accordance with the terms and conditions of purchase agreement between the
Company, Bel Air Investment Advisors LLC, Bel Air Securities LLC and other
persons party thereto dated December 7, 2000, such Shares will be validly
issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Company's Registration Statement relating to the Shares to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
We consent to the filing of this opinion with and as a part of said Registration
Statement and the use of our name therein.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
