Exhibit 5
[SIMPSON THACHER & BARTLETT LETTERHEAD]
June 11, 1998
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
Dear Sirs:
We have acted as counsel to The Chase Manhattan Corporation, a
Delaware corporation (the "Corporation"), in connection with the Corporation's
Registration Statement on Form S-3 (the "Registration Statement") relating to
(i) debt securities, which may be either senior (the "Senior Securities") or
subordinated (the "Subordinated Securities") (collectively, the "Debt
Securities"), (ii) warrants to purchase the Debt Securities (the "Debt
Warrants"), (iii) shares of preferred stock of the Corporation, $1 par value per
share (the "Preferred Stock"), which may be issued in the form of depositary
shares evidenced by depositary receipts (the "Depositary Shares"), (iv) warrants
to purchase shares of Preferred Stock (the "Preferred Stock Warrants"), (v)
shares of common stock of the Corporation, par value $1.00 per share (the
"Common Stock"), (vi) warrants to purchase shares of Common Stock (the "Common
Stock Warrants"), (vii) currency warrants (the "Currency Warrants"), (viii)
contracts which may be issued by the Corporation under which the counterparty
may be required to purchase Debt Securities, Preferred Stock, Depositary Shares
or Common Stock, (ix) Debt Securities, Preferred Stock and Common Stock which
may be issued upon exercise of Securities Warrants (as
The Chase Manhattan
Corporation -2- June 11, 1998
defined below) and (x) such indeterminate amount of Offered Securities (as
defined below) as may be issued in exchange for or upon conversion of, as the
case may be, the Offered Securities, with an aggregate initial public offering
price of up to $3,000,000,000 or the equivalent thereof in one or more foreign
currencies or composite currencies. The Corporation will not receive separate
consideration for any Offered Securities that are issued in exchange for or upon
conversion of, as the case may be, Offered Securities, or upon exercise of
Securities Warrants. The Debt Warrants, Preferred Stock Warrants and Common
Stock Warrants are hereinafter referred to collectively as the "Securities
Warrants", and the Debt Securities, Preferred Stock, Depositary Shares, Common
Stock, Securities Warrants and Currency Warrants are hereinafter referred to
collectively as the "Offered Securities".
The Offered Securities will be sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements"). The Senior Securities will be issued
under an Indenture dated as of December 1, 1989, as amended, between the
Corporation and Bankers Trust Company, as Trustee (the "Senior Indenture"). The
Subordinated Securities will be issued under an Indenture dated as of April 1,
1987, as amended and restated as of December 15, 1992, and as further amended,
between the Corporation and U.S. Bank Trust National Association, as Trustee
(the "Subordinated Indenture"). The forms of the Senior
The Chase Manhattan
Corporation -3- June 11, 1998
Indenture and the Subordinated Indenture (collectively, the "Indentures") are
included as exhibits to the Registration Statement.
We have reviewed such corporate records and other documents and
have made such further examinations and inquiries as we have deemed necessary to
enable us to express the opinions set forth herein.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Debt Securities have been duly authorized and, (i)
when the Registration Statement has become effective under the
Securities Act of 1933, as amended (the "Act"), and (ii) when duly
executed and authenticated in accordance with the terms of the
Indentures and delivered and sold and upon payment in full therefor as
contemplated by the Registration Statement, will constitute valid and
legally binding obligations of the Corporation enforceable against the
Corporation in accordance with their terms and entitled to the benefits
of such Indentures.
2. The shares of Preferred Stock have been duly
authorized and (i) when the Registration Statement has become effective
under the Act and (ii) when the shares of Preferred Stock, in the form
filed as an exhibit to the Registration Statement, have been duly
executed, countersigned and delivered by the Corporation upon purchase
thereof and payment in full therefor as contemplated by the Registration
Statement, such shares of Preferred Stock will be validly issued, fully
paid and nonassessable.
3. The shares of Common Stock have been duly authorized
and (i) when the Registration Statement has become effective under the
Act and (ii) when the shares of Common Stock in the form filed as an
exhibit to the Registration Statement have been duly executed,
countersigned and delivered by the Corporation upon purchase therefor
and payment in full therefor as contemplated by the Registration
Statement such shares of Common Stock will be validly issued, fully paid
and nonassessable.
4. The Securities Warrants have been duly authorized and,
(i) when the Registration Statement has become effective under the Act,
(ii) upon the execution and delivery of a debt warrant agreement,
preferred stock warrant agreement or common stock warrant agreement, as
the case may be, relating to
The Chase Manhattan
Corporation -4- June 11, 1998
such Securities Warrants in the form filed as an exhibit to the
Registration Statement, and (iii) when such Securities Warrants have
been duly executed, countersigned, delivered and sold in the applicable
form filed as an exhibit to the Registration Statement and as
contemplated by the Registration Statement, such Securities Warrants
will constitute valid and legally binding obligations of the Corporation
enforceable against the Corporation in accordance with their terms.
5. The Currency Warrants have been duly authorized and,
(i) when the Registration Statement has become effective under the Act,
(ii) upon the execution and delivery of a currency warrant agreement
relating to such Currency Warrants in the form filed as an exhibit to
the Registration Statement and (iii) when such Currency Warrants have
been duly executed, countersigned, delivered and sold in the form filed
as an exhibit to the Registration Statement and as contemplated by the
Registration Statement, such Currency Warrants will constitute valid and
legally binding obligations of the Corporation enforceable against the
Corporation in accordance with their terms.
Our opinions set forth in paragraph 1, 4 and 5 above are subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the Federal law of the United States and the Delaware General
Corporation Law.
The Chase Manhattan
Corporation -5- June 11, 1998
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to this firm appearing under
the heading "Legal Opinions" in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT