EXHIBIT 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
June 1, 1998
American Express Company Capital Trust I
c/o American Express Company
200 Vesey Street
New York, New York 10285
Re: American Express Company Capital Trust I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for American Express Company,
a New York corporation (the "Company"), and American Express Company Capital
Trust I, 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 as of May 29, 1998
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on May 29, 1998;
(b) The Trust Agreement of the Trust, dated as of May 29, 1998,
between the Company, as depositor, and Bankers Trust (Delaware), as trustee;
(c) The registration statement on Form S-3, including a related
preliminary prospectus, as supplemented by a preliminary prospectus supplement
(as supplemented, the "Prospectus"), relating to the Capital Securities of the
Trust representing undivided beneficial interests in the assets of the Trust
(each, a "Capital Security" and
American Express Company Capital Trust I
June 1, 1998
Page 2
collectively, the "Capital Securities"), as proposed to be filed by the Company,
the Trust and the other registrants listed therein with the Securities and
Exchange Commission (the "SEC") on or about June 1, 1998 (the "Registration
Statement");
(d) A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among the Company, as depositor, the trustees of the Trust named
therein, the Administrators and the several holders, from time to time, of
undivided beneficial interests in the assets of the Trust, attached as an
exhibit to the Prospectus (the "Trust Agreement"); and
(e) A Certificate of Good Standing for the Trust, dated June 1,
1998, 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 above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or 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) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that 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 creation or 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 creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority 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 Capital Security is to
American Express Company Capital Trust I
June 1, 1998
Page 3
be issued by the Trust (collectively, the "Capital Security Holders") of a
Capital Securities Certificate for such Capital Security and the payment for
the Capital Security acquired by it, in accordance with the Trust Agreement and
the Registration Statement, and (vii) that the Capital Securities are issued
and sold to the Capital Security Holders in accordance with the Trust Agreement
and the Registration Statement. We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), ad 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 SS
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3801, et seq.
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2. When issued and sold, the Capital Securities will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interest in the asset of the Trust.
3. The Capital 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 Capital
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.
American Express Company Capital Trust I
June 1, 1998
Page 4
We consent to the filing of this opinion with the SEC as an exhibit to
the Registration Statement. In addition, we hereby consent to the use of our
name under the heading "Validity of 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 SEC thereunder. Except as stated
above, without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.