EXHIBIT 5.1
June 1, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 10549
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel of American
Express Company, A New York corporation (the "Corporation"), and, in that
capacity, have acted as counsel for the Corporation in connection with the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") relating to $500,000,000 principal amount of Junior Subordinated
Deferrable Interest Debentures (the "Debt Securities") of the Corporation,
$500,000,000 aggregate liquidation amount of Capital Securities (the "Capital
Securities"), of American Express Company Capital Trust I and American Express
Company Capital Trust II, each of which is a Delaware statutory business trust
(each, a "Trust"), and the Guarantees with respect to the Capital Securities
(the "Guarantees") to be executed and delivered by the Corporation for the
benefit of the holders from time to time of the Capital Securities. This opinion
is being furnished pursuant to the requirements of Form S=3 and Item 601 of
Regulation S-K under the Securities Act of 1993, as amended.
In furnishing this opinion, I, or attorneys under my supervision, have
examined (i) the Registration Statement, as well as the prospectus included
therein (the "Prospectus"), filed with the Securities and Exchange Commission,
in connection with which this opinion is to be filed as an Exhibit, (ii) the
Indenture with respect to the Debt Securities, (iii) the forms of the Guarantee
Agreements under which the Guarantees will be created, (iv) the forms of the
Amended and Restated Trust Agreements of the Trusts and (v) such other
documents, legal opinions and precedents, corporate and other records of the
Corporation and certificates of public officials and officers of the Corporation
as I have deemed necessary or appropriate to provide a basis for the opinions
set forth herein. In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity to original documents of all documents submitted to me as
certified or photostatic copies.
Based upon the foregoing I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing
as a corporation under the laws of the State of New York;
2. The Registration Statement has been duly authorized by all necessary
corporate action of the Corporation;
3. When;
(i) the Registration Statement relating to the Debt Securities,
the Capital Securities and the Guarantees has become effective under the Act;
(ii) the Guarantee Agreement relating to the Guarantee with
respect to the Capital Securities of a Trust has been duly executed and
delivered;
(iii) The Amended and Restated Trust Agreement of such Trust has
been duly executed and delivered;
(iv) the terms of the Debt Securities and of their issuance and
sale have been duly established in conformity with the Indenture so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Corporation and so as to comply with
any requirement or restriction imposed by any court or government body having
jurisdiction over the Corporation;
(v) the terms of the Capital Securities of such Trust and of
their issuance and sale have been duly established in conformity with the
Amended and Restated Trust Agreement of such Trust so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon such Trust and so as to comply with any requirement or
restriction imposed by any court or government body having jurisdiction over
such Trust;
(vi) the Debt Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement; and
(vii) the Capital Securities have been duly executed and
authenticated in accordance with the Amended and Restated Agreement of such
Trust and issued
and sold as contemplated in the Registration Statement,
the Debt Securities and the Guarantee relating to the Capital Securities of such
Trust will constitute valid and legally binding obligations of the Corporation,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and I am expressing no opinion as
to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of my name in each of the Prospectus and
Prospectus Supplement therein under the heading "Validity of Securities". By
giving such consent, I do not thereby admit that I am within the category of
persons whose consents are required under Section 7 of the Securities Act of
1933, as amended.
Very truly yours,
/s/ Louise M. Parent
Louise M. Parent
Executive Vice President
and General Counsel