-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VV5VBNuQic/5E5CeRiff83R68zyvQnOhPdSWhA3SGY3is92gGNSSeaDlWxjWdZn4 WNVotrfeXeisd75IU/0iJg== 0000950168-99-002789.txt : 19991110 0000950168-99-002789.hdr.sgml : 19991110 ACCESSION NUMBER: 0000950168-99-002789 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION CORP CENTRAL INDEX KEY: 0000036995 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560898180 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-90593 FILM NUMBER: 99743771 BUSINESS ADDRESS: STREET 1: ONE FIRST UNION CTR CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746565 MAIL ADDRESS: STREET 1: ONE FIRST UNION CENTER STREET 2: 301 S TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28288-0137 FORMER COMPANY: FORMER CONFORMED NAME: CAMERON FINANCIAL CORP DATE OF NAME CHANGE: 19750522 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION NATIONAL BANCORP INC DATE OF NAME CHANGE: 19721115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION CAPITAL I CENTRAL INDEX KEY: 0001026561 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-90593-01 FILM NUMBER: 99743772 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLETTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION CAPITAL II CENTRAL INDEX KEY: 0001026562 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-90593-02 FILM NUMBER: 99743773 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLETTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION CAPITAL III CENTRAL INDEX KEY: 0001026563 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-90593-03 FILM NUMBER: 99743774 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLETTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746611 S-3 1 FORM S-3 FOR FIRST UNION CORPORATION AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1999 REGISTRATION NOS. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------
FIRST UNION CAPITAL I FIRST UNION CAPITAL II FIRST UNION CORPORATION FIRST UNION CAPITAL III (Exact name of registrant as specified in its charter) (Exact name of each registrant as specified in its Trust Agreements) NORTH CAROLINA DELAWARE (State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization of each registrant) 56-0898180 EACH TO BE APPLIED FOR (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) C/O FIRST UNION CORPORATION ONE FIRST UNION CENTER ONE FIRST UNION CENTER CHARLOTTE, NORTH CAROLINA 28288-0013 CHARLOTTE, NORTH CAROLINA 28288-0013 (704) 374-6565 (704) 374-6565 (Address, including zip code, and telephone number, (Address, including zip code, and telephone number, including area code, of registrant's including area code, of each registrant's principal executive offices) principal executive offices)
--------------- MARK C. TREANOR, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIRST UNION CORPORATION ONE FIRST UNION CENTER CHARLOTTE, NORTH CAROLINA 28288-0013 (704) 374-6565 (Name, address, including zip code, and telephone number, including area code, of agent for service of each registrant) COPY TO: MARK J. MENTING, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 --------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-15743; 333-15743-01; 333-15743-02; and 333-15743-03 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ---------------
CALCULATION OF REGISTRATION FEE ============================================================================================================================== TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Junior Subordinated Deferrable Interest Debentures of First Union Corporation (2) $ 50,000,000 $ 25.00 $ 50,000,000 N/A - ------------------------------------------------------------------------------------------------------------------------------ Preferred Securities of First Union Capital I, First Union Capital II and First Union Capital III (3) 2,000,000 $ 25.00 $ 50,000,000 $13,900 - ------------------------------------------------------------------------------------------------------------------------------ First Union Corporation Guarantee with respect to Preferred Securities (3)(4) N/A N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------------------ Total $ 50,000,000(5) 100% $50,000,000 (5) $13,900 - ------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee. (2) The Junior Subordinated Deferrable Interest Debentures will be purchased by First Union Capital I, First Union Capital II and First Union Capital III with the proceeds of the sale of the Preferred Securities. (3) The obligations of First Union Corporation under the Junior Subordinated Deferrable Interest Debentures, the Indenture, the Trust Agreement, the Guarantee and the Expense Agreement, taken together, provide a full and unconditional guarantee of the obligations of each issuer of Preferred Securities under the corresponding Preferred Securities. (4) No separate consideration will be received for the First Union Corporation Guarantee. (5) Such amount represents the principal amount of Junior Subordinated Deferrable Interest Debentures issued at their principal amount and the issue price rather than the principal amount of Junior Subordinated Deferrable Interest Debentures issued at an original issue discount. Such amount also represents the initial public offering price of the First Union Capital I, First Union Capital II and First Union Capital III Preferred Securities. THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ EXPLANATORY NOTE This registration statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 by First Union Corporation, First Union Capital I, First Union Capital II and First Union Capital III (the "Registrants"). This registration statement relates to (i) First Union Corporation's junior subordinated deferrable interest debentures, (ii) the preferred securities of First Union Capital I, First Union Capital II and First Union Capital III and (iii) the guarantee of First Union Corporation with respect to the preferred securities contemplated by the Registration Statements (Nos. 333-15743, 333-15743-01, 333-15743-02 and 333-15743-03) on Form S-3 (the "Prior Registration Statement"). This registration statement is being filed for the sole purpose of (i) increasing the amount of First Union Corporation's junior subordinated deferrable interest debentures, (ii) increasing the amount of the preferred securities of First Union Capital I, First Union Capital II and First Union Capital III and (iii) registering the guarantee of First Union Corporation with respect to the preferred securities. The contents of the Prior Registration Statement are hereby incorporated by reference. ITEM 16. EXHIBITS 5.1 Opinion of Kent S. Hathaway, Esq. 5.2 Opinion of Richards, Layton & Finger LLP 5.3 Opinion of Richards, Layton & Finger LLP 5.4 Opinion of Sullivan & Cromwell 23.1 Consent of KPMG LLP 23.2 Consent of Kent S. Hathaway, Esq. (included in Exhibit 5.1) 23.3 Consent of Richards, Layton & Finger LLP (included in Exhibits 5.2 and 5.3) 23.4 Consent of Sullivan & Cromwell (included in Exhibit 5.4) 24.1 Powers of Attorney (incorporated by reference to Exhibit 24 to First Union Corporation, First Union Capital I, First Union Capital II and First Union Capital III's Registration Statements Nos. 333-15743, 333-15743-01, 333-15743-02 and 333-15743-03 on Form S-3)
II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, First Union Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, as of the 9th day of November, 1999. FIRST UNION CORPORATION By: /s/MARK C. TREANOR -------------------------------------- MARK C. TREANOR, EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated below and as of the date indicated above.
SIGNATURE CAPACITY --------- -------- *EDWARD E. CRUTCHFIELD Chairman and Chief Executive Officer ---------------------------------- EDWARD E. CRUTCHFIELD and Director *ROBERT T. ATWOOD Executive Vice President and Chief ---------------------------------- ROBERT T. ATWOOD Financial Officer *JAMES H. HATCH Senior Vice President and Corporate ---------------------------------- JAMES H. HATCH Controller (Principal Accounting Officer) *EDWARD E. BARR Director ---------------------------------- EDWARD E. BARR Director ---------------------------------- G. ALEX BERNHARDT Director ---------------------------------- ERSKINE B. BOWLES *W. WALDO BRADLEY Director ---------------------------------- W. WALDO BRADLEY *ROBERT J. BROWN Director ---------------------------------- ROBERT J. BROWN Director ---------------------------------- A. DANO DAVIS Director ---------------------------------- NORWOOD H. DAVIS *R. STUART DICKSON Director ---------------------------------- R. STUART DICKSON
II-2
SIGNATURE CAPACITY --------- -------- *B.F. DOLAN Director ---------------------------------- B.F. DOLAN *RODDEY DOWD, SR. Director ---------------------------------- RODDEY DOWD, SR. Director ---------------------------------- ARTHUR M. GOLDBERG *WILLIAM H. GOODWIN Director ---------------------------------- WILLIAM H. GOODWIN Director ---------------------------------- FRANK M. HENRY Director ---------------------------------- JAMES E. S. HYNES Director ---------------------------------- ERNEST E. JONES Director ---------------------------------- HERBERT LOTMAN *RADFORD D. LOVETT Director ---------------------------------- RADFORD D. LOVETT Director ---------------------------------- MACKEY J. MCDONALD Director ---------------------------------- PATRICIA A. MCFATE *JOSEPH NEUBAUER Director ---------------------------------- JOSEPH NEUBAUER *RANDOLPH N. REYNOLDS Director ---------------------------------- RANDOLPH N. REYNOLDS Director ---------------------------------- JAMES M. SEABROOK Director ---------------------------------- RUTH G. SHAW *LANTY L. SMITH Director ---------------------------------- LANTY L. SMITH
II-3
SIGNATURE CAPACITY --------- -------- /s/ G. KENNEDY THOMPSON Director - ---------------------------------- G. KENNEDY THOMPSON
* By: Kent S. Hathaway, Attorney-in-Fact /s/ KENT S. HATHAWAY - ---------------------------------- KENT S. HATHAWAY Date: November 9, 1999 II-4 Pursuant to the requirements of the Securities Act of 1933, as amended, First Union Capital I certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, as of the 9th day of November, 1999. FIRST UNION CAPITAL I By: First Union Corporation, as Depositor By: /s/ THOMAS J. WURTZ -------------------------------------- THOMAS J. WURTZ SENIOR VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, as amended, First Union Capital II certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, as of the 9th day of November, 1999. FIRST UNION CAPITAL II By: First Union Corporation, as Depositor By: /s/ THOMAS J. WURTZ -------------------------------------- THOMAS J. WURTZ SENIOR VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, as amended, First Union Capital III certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, as of the 9th day of November, 1999. FIRST UNION CAPITAL III By: First Union Corporation, as Depositor By: /s/ THOMAS J. WURTZ -------------------------------------- THOMAS J. WURTZ SENIOR VICE PRESIDENT II-5 EXHIBIT INDEX The following Exhibits indicated by an asterisk preceding the Exhibit number are filed herewith. *5.1 Opinion of Kent S. Hathaway, Esq. *5.2 Opinion of Richards, Layton & Finger LLP *5.3 Opinion of Richards, Layton & Finger LLP *5.4 Opinion of Sullivan & Cromwell *23.1 Consent of KPMG LLP 23.2 Consent of Kent S. Hathaway, Esq. (included in Exhibit 5.1) 23.3 Consent of Richards, Layton & Finger LLP (included in Exhibits 5.2 and 5.3) 23.4 Consent of Sullivan & Cromwell (included in Exhibit 5.4) 24.1 Powers of Attorney (incorporated by reference to Exhibit 24 to First Union Corporation, First Union Capital I, First Union Capital II and First Union Capital III's Registration Statements Nos. 333-15743, 333-15743-01, 333-15743-02 and 333-15743-03 on Form S-3)
EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 November 9, 1999 Board of Directors, First Union Corporation Charlotte, North Carolina 28288 Gentlemen: I am Senior Vice President and Deputy General Counsel of First Union Corporation, a North Carolina corporation (the "Corporation"), and am rendering this opinion in connection with the registration under the Securities Act of 1933 (the "Act") of $50,000,000 aggregate principal amount of Junior Subordinated Deferrable Interest Debentures (the "Debt Securities") of First Union Corporation, a North Carolina corporation (the "Corporation"), $50,000,000 aggregate liquidation amount of Preferred Securities (the "Preferred Securities") of First Union Capital I, First Union Capital II and First Union Capital III, each of which is a Delaware statutory business trust (each, an "Issuer"), and the Guarantees with respect to the Preferred Securities (the "Guarantees") to be executed and delivered by the Corporation for the benefit of the holders from time to time of the Preferred Securities. In that connection, I have examined such documents, corporate records and other instruments as I have deemed necessary for the purposes of this opinion. Based upon the foregoing, I am of the opinion as follows: (1) The Corporation has been duly incorporated and is a validly existing corporation under the laws of the State of North Carolina. (2) When: (i) the Registration Statement on Form S-3 relating to the Debt Securities, the Preferred Securities and the Guarantees (the "Registration Statement") has become effective under the Act; (ii) the Guarantee Agreement relating to the Guarantee with respect to the Preferred Securities of an Issuer has been duly executed and delivered; (iii) the Amended and Restated Trust Agreement of such Issuer 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 governmental body having jurisdiction over the Corporation; (v) the terms of the Preferred Securities of such Issuer and of their issuance and sale have been duly established in conformity with the Amended and Restated Trust Agreement of such Issuer so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon such Issuer and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over such Issuer; (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 Preferred Securities have been duly executed in accordance with the Amended and Restated Trust Agreement of such Issuer and issued and sold as contemplated in the Registration Statement; the Debt Securities and the Guarantee relating to the Preferred Securities of such Issuer 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. I note that, as of the date of this opinion, a judgment for money in an action based on a Debt Security denominated in a foreign currency or currency unit in a federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Debt Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. In the case of a Debt Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Debt Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Debt Security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment. I am licensed to practice law only in the State of North Carolina. The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of North Carolina, and I am expressing no opinion as to the effect of the laws of any jurisdiction. I have relied as to certain matters on information obtained from public officials, officers of the Corporation and other sources believed by me to be responsible. I understand that the Corporation has received an opinion regarding the Preferred Securities from Richards, Layton & Finger, LLP, special Delaware counsel for the Corporation and the Issuers. I am expressing no opinion with respect to the matters contained in such opinion. I hereby consent to the use of this opinion for filing with the Registration Statement as Exhibit 5.1 thereto. By providing such consent, I do not admit that I am within the class of persons whose consent is required under Section 7(a) of the Act. Sullivan & Cromwell may rely on this opinion as if it were addressed to them for purposes of rendering their opinion dated the date hereof with respect to the Debt Securities and the Guarantees. Very truly yours, KENT S. HATHAWAY, ESQ. EX-5 3 EXHIBIT 5.2 EXHIBIT 5.2 ----------- [Letterhead of Richards, Layton & Finger] November 9, 1999 First Union Capital II c/o First Union Corporation One Union Center Charlotte, NC 28288-0013 Re: First Union Capital II Ladies and Gentlemen: We have acted as special Delaware counsel for First Union Corporation, a North Carolina corporation (the "Company"), and First Union Capital II, 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 November 6, 1996 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on November 6, 1996; (b) The Trust Agreement of the Trust, dated as of November 6, 1996, between the Company, as Depositor, and the trustee of the Trust named therein; (c) The Registration Statement (the "Registration Statement") on Form S-3, incorporating a preliminary prospectus (the "Prospectus"), relating to preferred securities of the Trust representing preferred undivided beneficial interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), as proposed to be filed by the Company, the Trust and others as set forth therein with the Securities and Exchange Commission on or about November 9, 1999; (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, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust (including Exhibits A, C and E thereto) (the "Trust Agreement"), incorporated by reference into the Registration Statement; and (e) A Certificate of Good Standing for the Trust, dated November 9, 1999, 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 in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that 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. First Union Capital II November 9, 1999 Page 2 For purposes of this opinion, we have assumed (i) 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 Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred 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), and 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 that 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. 2. The Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. The Preferred 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 Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission 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 Securities and Exchange Commission 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. EX-5 4 EXHIBIT 5.3 EXHIBIT 5.3 ----------- [Letterhead of Richards, Layton & Finger] November 9, 1999 First Union Capital III c/o First Union Corporation One Union Center Charlotte, NC 28288-0013 Re: First Union Capital III Ladies and Gentlemen: We have acted as special Delaware counsel for First Union Corporation, a North Carolina corporation (the "Company"), and First Union Capital III, 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 November 6, 1996 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on November 6, 1996; (b) The Trust Agreement of the Trust, dated as of November 6, 1996, between the Company, as Depositor, and the trustee of the Trust named therein; (c) The Registration Statement (the "Registration Statement") on Form S-3, incorporating a preliminary prospectus (the "Prospectus"), relating to preferred securities of the Trust representing preferred undivided beneficial interests in the assets of the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), as proposed to be filed by the Company, the Trust and others as set forth therein with the Securities and Exchange Commission on or about November 9, 1999; (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, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust (including Exhibits A, C and E thereto) (the "Trust Agreement"), incorporated by reference into the Registration Statement; and (e) A Certificate of Good Standing for the Trust, dated November 9, 1999, 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 in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that 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. First Union Capital III November 9, 1999 Page 2 For purposes of this opinion, we have assumed (i) 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 Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred 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), and 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 that 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. 2. The Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 3. The Preferred 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 Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the Securities and Exchange Commission 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 Securities and Exchange Commission 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. EX-5 5 EXHIBIT 5.4 EXHIBIT 5.4 November 9, 1999 First Union Corporation, One First Union Center, Charlotte, North Carolina 28288. Ladies and Gentlemen: In connection with the preparation and filing of a Registration Statement on Form S-3 (the "Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933 (the "Act") for the purpose of registering: (i) $50,000,000 aggregate principal amount of Junior Subordinated Deferrable Interest Debentures (the "Debt Securities") of First Union Corporation, a North Carolina corporation (the "Corporation"); (ii) $50,000,000 aggregate liquidation amount of Preferred Securities (the "Preferred Securities") of First Union Capital I, First Union Capital II and First Union Capital III, each of which is a business trust created under the laws of the State of Delaware (each, an "Issuer"), and (iii) the Guarantees with respect to the Preferred Securities (the "Guarantees") to be executed and delivered by the Corporation for the benefit of the holders from time to time of the Preferred Securities, we, as counsel for the prospective underwriters, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that, when: (i) the Registration Statement relating to the Debt Securities, the Preferred Securities and the Guarantees has become effective under the Act; (ii) the Indenture relating to the Debt Securities has been duly executed and delivered; (iii) the Guarantee Agreement relating to the Guarantee with respect to the Preferred Securities of a Issuer has been duly executed and delivered; (iv) the Amended and Restated Trust Agreement of such Issuer has been duly executed and delivered; (v) 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 governmental body having jurisdiction over the Corporation; (vi) the terms of the Preferred Securities of such Issuer and of their issuance and sale have been duly established in conformity with the Amended and Restated Trust Agreement of such Issuer so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon such Issuer and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over such Issuer; (vii) 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 (viii) the Preferred Securities have been duly executed in accordance with the Amended and Restated Trust Agreement of such Issuer and issued and sold as contemplated in the Registration Statement, the Debt Securities and the Guarantee relating to the Preferred Securities of such Issuer 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, the laws of the State of New York and the laws of the State of North Carolina, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of North Carolina law, we have relied upon the opinion, dated November 9, 1999, of Kent S. Hathaway, and our opinion is subject to the same qualifications and limitations with respect to such matters as are contained in Mr. Hathaway's opinion. We understand that you have received an opinion regarding the Preferred Securities from Richards, Layton & Finger, LLP, special Delaware counsel for the Corporation and the Issuers. We are expressing no opinion with respect to the matters contained in such opinion. Also, we have relied as to certain matters on information obtained from public officials, officers of the Corporation and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Validity of Securities" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, SULLIVAN & CROMWELL EX-23 6 EXHIBIT 23.1 EXHIBIT 23.1 ------------ CONSENT OF KPMG LLP BOARD OF DIRECTORS FIRST UNION CORPORATION: We consent to the incorporation by reference in this Registration Statement on Form S-3 of First Union Corporation, First Union Capital I, First Union Capital II and First Union Capital III, respectively, of our report dated January 14, 1999, relating to the consolidated balance sheets of First Union Corporation and subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1998, which report appears in the 1998 Annual Report to Stockholders which is incorporated by reference in First Union Corporation's 1998 Form 10-K which is incorporated by reference in this Registration Statement on Form S-3. We also consent to the reference to our firm under the caption "Experts" in this Registration Statement. /s/ KPMG LLP Charlotte, North Carolina November 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----