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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 1997
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BANKERS TRUST NEW YORK CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-5920 13-6180473
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(Commission file number) (IRS employer identification no.)
130 LIBERTY STREET, NEW YORK, NEW YORK 10006
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 250-2500
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Item 7. Financial Statements and Exhibits
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C. Exhibits
(5) Opinion of Counsel delivered in connection with the
issuance of the Corporation's 7.75% Subordinated Notes due May 1,
2012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
BANKERS TRUST NEW YORK CORPORATION
By /s/ Gordon S. Calder, Jr.
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Gordon S. Calder, Jr.
Assistant Secretary
May 1, 1997
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INDEX TO EXHIBITS
Item 7. Financial Statements and Exhibits
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C. Exhibits
(5) Opinion of Counsel delivered in connection with the
issuance of the Corporation's 7.75% Subordinated Notes due May 1,
2012.
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EXHIBIT 5
May 1, 1997
re Bankers Trust New York Corporation
7.75% Subordinated Notes due May 1, 2012
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Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
Dear Sirs:
I am a Managing Director and Counsel of Bankers Trust Company
and as such I have acted as counsel to Bankers Trust New York Corporation (the
"Corporation") in connection with the Corporation's issuance of $50,000,000
aggregate principal amount of its 7.75% Subordinated Notes due May 1, 2012 (the
"Notes"), to be issued under the Indenture, dated as of April 1, 1992, between
the Corporation and Marine Midland Bank (formerly Marine Midland Bank, N.A.), as
Trustee, as amended by the First Supplemental Indenture, dated as of January 15,
1993 (the Indenture together with the First Supplemental Indenture hereinafter
the "Indenture"), and in connection with the sale by the Corporation of the
Notes pursuant to an underwriting agreement, dated April 17, 1997 (the
"Underwriting Agreement"), between the Corporation and you (the "Underwriter").
I am familiar with the Registration Statement on Form S-3 as filed with the
Securities and Exchange Commission (No. 33-65301) (the "Registration Statement")
and the Prospectus, dated May 31, 1996, and the Prospectus Supplement, dated
April 17, 1997, as filed in accordance with Rule 424(b)(2) promulgated under the
Securities Act of 1933, as amended (such Prospectus as supplemented by such
Prospectus Supplement is hereinafter referred to as the "Prospectus"), and the
adoption by the Board of Directors and the Price Committee of the Corporation of
appropriate resolutions authorizing the issuance of the Notes and the execution
and delivery of the Indenture and the Underwriting Agreement.
In so acting, I have examined such questions of law, documents,
certificates and records and have made such investigations as I have deemed
necessary and proper in order to give the opinions expressed herein. Based on
the foregoing, I hereby advise you that in my opinion:
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(i) The Corporation has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of New
York, is duly registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended, and has all requisite corporate power and
authority to own its properties and conduct its business as described in the
Prospectus.
(ii) Bankers Trust Company has been duly incorporated, is
validly existing as a banking corporation in good standing under the laws of the
State of New York, and has all requisite corporate power and authority to own
its properties and conduct its business as described in the Prospectus.
(iii) The Indenture has been duly authorized, executed and
delivered by the Corporation and is a valid and binding agreement of the
Corporation in accordance with its terms, except as (i) the enforceability
thereof may be limited by any bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application affecting
creditors' rights and (ii) the availability of equitable remedies may be limited
by equitable principles of general applicability, and the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended.
(iv) The Notes have been duly authorized and executed and when
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriter, will be valid and binding obligations of the
Corporation in accordance with their terms, except as (i) the enforceability
thereof may be limited by any bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application affecting
creditors' rights and (ii) the availability of equitable remedies may be limited
by equitable principles of general applicability.
(v) The Underwriting Agreement has been duly authorized,
executed and delivered by the Corporation.
(vi) The performance by the Corporation of the Underwriting
Agreement will not contravene any provisions of applicable Federal or New York
law or regulation, the certificate of incorporation or by-laws of the
Corporation or, to my knowledge, any agreement or other instrument binding upon
the Corporation, and no consent, approval or authorization of any governmental
body is required for the performance of the Underwriting Agreement by the
Corporation except for the order of the Securities and Exchange Commission
making the Registration Statement effective and except as may be required under
state securities and blue sky laws, except as (i) the enforceability thereof may
be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general application affecting creditors' rights,
(ii) the availability of equitable remedies may be limited by equitable
principles of general applicability and (iii) rights to indemnity thereunder may
be limited by applicable law.
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(vii) The statements in the Prospectus under "Description of
Debt Securities," and under "Certain Terms of the Offered Notes," insofar as
such statements constitute a summary of the documents referred to therein,
fairly present the information called for with respect to such documents.
(viii) The Registration Statement and Prospectus (except as to
financial statements or schedules and other financial data contained therein, as
to which I express no opinion) comply as to form in all material respects with
the Securities Act of 1933, as amended, and the rules and regulations
thereunder; and each document filed pursuant to the Securities Exchange Act of
1934, as amended, and incorporated by reference in the Prospectus (except as to
financial statements or schedules and other financial data contained therein, as
to which I express no opinion) complied when so filed as to form in all material
respects with such Act and the rules and regulations thereunder.
I am a member of the New York bar and do not express any opinion
as to any law other than the law of the State of New York and the Federal law
of the United States of America. No opinion is expressed herein as to any
Federal or New York State tax laws.
Very truly yours,
/s/GORDON S. CALDER, JR.
Gordon S. Calder, Jr.
Managing Director and Counsel
