-----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, VqfnsI7jqnNEs1k3oreWlhzH3DQkuAeDlBMUt2NwhbQPvmo7FPSZwNpn2HeYEHy7 RATGilw5CtClbspU8IyWsw== 0000898430-01-501936.txt : 20010816 0000898430-01-501936.hdr.sgml : 20010816 ACCESSION NUMBER: 0000898430-01-501936 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010814 EFFECTIVENESS DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATER BAY BANCORP CENTRAL INDEX KEY: 0000775473 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 770387041 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-67542 FILM NUMBER: 1714604 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE ROAD STREET 2: 420 COWPER ST CITY: PALO ALTO STATE: CA ZIP: 943011504 FORMER COMPANY: FORMER CONFORMED NAME: MID PENINSULA BANCORP DATE OF NAME CHANGE: 19941031 FORMER COMPANY: FORMER CONFORMED NAME: SAN MATEO COUNTY BANCORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GBB CAPITAL V CENTRAL INDEX KEY: 0001141110 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-67542-01 FILM NUMBER: 1714605 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE ROAD STREET 2: 420 COWPER ST CITY: PALO ALTO STATE: CA ZIP: 943011504 S-3MEF 1 ds3mef.txt S-3MEF As filed with the Securities and Exchange Commission on August , 2001 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- Greater Bay Bancorp (Exact name of registrant as specified in its charter) GBB Capital V (Exact name of co-registrant as specified in its charter) ---------------- California Delaware (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 77-0387041 77-0575138 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 2860 West Bayshore Road 2860 West Bayshore Road Palo Alto, California 94303 Palo Alto, California 94303 (650) 813-8200 (650) 813-8200 (Address, including zip code, and telephone (Address, including zip code, and telephone number, including number, including area code, of registrant's principal executive area code, of co-registrant's principal office) executive office)
LINDA M. IANNONE General Counsel Greater Bay Bancorp 2860 West Bayshore Road Palo Alto, California 94303 (650) 813-8200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Copies to: WILLIAM T. QUICKSILVER, ESQ. LEE MEYERSON, ESQ. Manatt, Phelps & Phillips, LLP DANIEL CLIVNER, ESQ. 11355 West Olympic Boulevard Simpson Thacher & Bartlett Los Angeles, California 90064 10 Universal City Plaza, Suite 1850 Telephone: (310) 312-4000 Los Angeles, California 91608 Telephone: (818) 755-7000
---------------- Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, 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. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. [X] 333-65772 and 333-65772-01 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, check the following box. [_] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of Title of Each Class of Amount to be Offering Price Aggregate Offering Registration Securities to be Registered Registered(1)(6) Per Unit(2) price fee(6) - -------------------------------------------------------------------------------------------------- Capital Securities of GBB Capital V............................. . 690,000 shares $25 $17,250,000 $4,312.50 - -------------------------------------------------------------------------------------------------- Junior Subordinated Debentures of Greater Bay Bancorp(3).......... -- -- -- -- - -------------------------------------------------------------------------------------------------- Guarantee of Greater Bay Bancorp with respect to Capital Securi- ties(4)......................... -- -- -- -- - -------------------------------------------------------------------------------------------------- Total(5)......................... 690,000 shares $25 $17,250,000 $4,312.50 - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
(1) Includes 90,000 shares subject to the underwriters' over-allotment options. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3) The junior subordinated debentures will be purchased by GBB Capital V in exchange for the capital securities. These securities may later be distributed for no additional consideration to the holders of the capital securities of GBB Capital V under specific circumstances. (4) No separate consideration will be received for the Greater Bay Bancorp guarantee. (5) This Registration Statement is deemed to cover the junior subordinated debentures of Greater Bay Bancorp, the rights of holders of junior subordinated debentures of Greater Bay Bancorp under the indenture, the rights of holders of capital securities of GBB Capital V under the trust agreement and the rights of holders of the capital securities under the guarantee agreement entered into by Greater Bay Bancorp and specific backup undertakings as described herein. which taken together, fully, irrevocable and unconditionally guarantee all of the obligations of GBB Capital V under the capital securities. (6) The Registrants previously registered an aggregate of $86,250,000 worth of capital securities on a Registration Statement of Form S-3 (Registration Number 333-65772 and 333-65772-01), for which a filing fee of $21,562.50 was paid upon the filing of such Registration Statement. The Registrants have instructed a bank to transmit by wire transfer the filing fee to the Securities and Exchange Commission. The Registrant will not revoke such instruction, and they have sufficient funds in such account to cover the amount of the registration fee. --------------- EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering by of the Registrants contemplated by the Registration Statement on Form S-3, File Nos. 333-65772 and 333-65772-01, originally filed with the Securities and Exchange Commission on July 25, 2001 (including exhibits thereto), as amended by Amendment No. 1 filed August 3, 2001 (including exhibits thereto), and Amendment No. 2 filed August 6, 2001 (including exhibits thereto), and declared effective on August 14, 2001 (collectively, the "Prior Registration Statement"), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrants have duly caused this Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, California on August 14, 2001. GREATER BAY BANCORP /s/ David L. Kalkbrenner By: _________________________________ David L. Kalkbrenner President and Chief Executive Officer GBB CAPITAL V /s/ Steven C. Smith By: _________________________________ Steven C. Smith Administrative Trustee /s/ Shawn E. Saunders By: _________________________________ Shawn E. Saunders Administrative Trustee /s/ Christopher Plummer By: _________________________________ Christopher Plummer Administrative Trustee II-1 Pursuant to the requirements of the Securities Act of 1933, as amended this to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ David L. Kalkbrenner President, Chief Executive August 14, 2001 ____________________________________ Officer and Director David L. Kalkbrenner (Principal Executive Officer) /s/ Steven C. Smith Executive Vice President, August 14, 2001 ____________________________________ Chief Administrative Steven C. Smith Officer and Chief Financial Officer (Principal Financial and Accounting Officer) * Director August 14, 2001 ____________________________________ John M. Gatto * Director August 14, 2001 ____________________________________ John J. Hounslow * Director August 14, 2001 ____________________________________ James E. Jackson * Director August 14, 2001 ____________________________________ Stanley A. Kangas * Director August 14, 2001 ____________________________________ Daniel C. Libarle * Director August 14, 2001 ____________________________________ Rex D. Lindsay * Director August 14, 2001 ____________________________________ George M. Marcus * Director August 14, 2001 ____________________________________ Duncan L. Matteson * Director August 14, 2001 ____________________________________ Linda R. Meier
II-2
Signature Title Date --------- ----- ---- * Director August 14, 2001 ____________________________________ Rebecca Q. Morgan * Director August 14, 2001 ____________________________________ Glen McLaughlin * Director August 14, 2001 ____________________________________ Dick J. Randall * Director August 14, 2001 ____________________________________ Donald H. Seiler * Director August 14, 2001 ____________________________________ James C. Thompson ____________________________________ Director Warren R. Thoits * Director August 14, 2001 ____________________________________ T. John Whalen /s/ Steven C. Smith * By:_______________________________ Steven C. Smith Attorney-in-Fact
II-3 EXHIBIT INDEX
Exhibit No. Description ------- ----------- 1.1 Form of Underwriting Agreement** 4.1 Form of Amended and Restated Declaration of Trust* 4.2 Form of Indenture between Greater Bay and Wilmington Trust Company, as trustee* 4.3 Form of Common Securities Certificate of GBB Capital V (filed as Exhibit A-2 to Exhibit 4.1 herein)* 4.4 Form of Capital Securities Certificate of GBB Capital V (filed as Exhibit A-1 to Exhibit 4.1 herein)* 4.5 Form of Junior Subordinated Debenture (filed as Exhibit A to Exhibit 4.2 herein)* 4.6 Form of Capital Securities Guarantee Agreement* 4.7 Form of Common Securities Guarantee Agreement* 4.8 Amended and Restated Declaration of Trust of GBB Capital VI dated July 16, 2001* 4.9 Indenture dated as of July 16, 2001 between Greater Bay Bancorp and the Bank of New York as trustee* 4.10 Guarantee Agreement, dated as of July 16, 2001 between Greater Bay Bancorp and the Bank of New York as trustee* 5.1 Opinion of Linda M. Iannone (including her consent) 5.2 Opinion of Richards, Layton & Finger, P.A. (including the consent of that firm) 8.1 Opinion of Manatt, Phelps & Phillips, LLP, counsel to Greater Bay, as to certain federal income tax matters (including the consent of that firm) 12.1 Computation of Ratio of Earnings to Fixed Charges* 23.1 Consent of Linda M. Iannone (included as part of Exhibit 5.1) 23.2 Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5.2) 23.3 Consent of Manatt, Phelps & Phillips, LLP (included as part of Exhibit 8.1) 23.4 Consent of PricewaterhouseCoopers LLP 24.2 Power of Attorney (included in the signature page of the Registration Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01) and incorporated herein by reference)* 25.1 Form T-1 Statement of Eligibility of Wilmington Trust company to act as trustee for the capital securities of GBB Capital V* 25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee for the junior subordinated debentures of Greater Bay* 25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee for the Capital Securities Guarantee Agreement*
- -------- * Previously filed as an exhibit to the Registration Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01) filed with the SEC on July 25, 2001. ** Previously filed as an exhibit to the Amendment No. 1 to the Registration Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01) filed with the SEC on August 3, 2001. EX-5.1 3 dex51.txt OPINION OF LINDA M. IANNONE EXHIBIT 5.1 Greater Bay Bancorp 400 Emerson Street Palo Alto, California 94301 August 14, 2001 Board of Directors Greater Bay Bancorp 2860 West Bayshore Road Palo Alto, CA 94303 Re: Registration Statement on Form S-3 Ladies and Gentlemen: I am the general counsel of Greater Bay Bancorp, a California corporation ("GBB") and, in such capacity, I have acted as counsel to GBB in connection with the preparation and filing under Rule 462(b) of the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 (the "Registration Statement") and relating to the Company's earlier Registration Statement on Form S-3, as amended, (Registration No. 333-65772) filed with the Securities and Exchange Commission on July 25, 2001. The Registration Statement relates to the offer for sale of an additional 690,000 shares of Trust Preferred Securities (the "Capital Securities") of GBB Capital V, a statutory business trust formed at the direction of GBB under the laws of the State of Delaware (the "Trust") and the guaranty of GBB with respect to the Capital Securities (the "Guarantee Agreement") and Junior Subordinated Debentures to be issued by GBB to the Trust in exchange for the Capital Securities, and such transactions as further described in the Registration Statement (the "Offering"). Other capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement. As general counsel to GBB, I have been requested to render this opinion. For the purpose of rendering the opinions set forth herein, I have been furnished with and examined only the following documents: 1. The Articles of Incorporation and Bylaws of GBB, each as amended to date; 2. The Registration Statement; 3. The form of Guarantee Agreement, attached as Exhibit 4.6 to the Registration Statement; Board of Directors Greater Bay Bancorp August 14, 2001 Page 2 4. The form of Junior Subordinated Debenture included in the form of Indenture, attached as Exhibit 4.5 to the Registration Statement; and 5. Records of the meetings of the Board of Directors of GBB pertaining to the Offering. With respect to all of the foregoing documents, I have assumed, without investigation, the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. I also have obtained from the officers of GBB such advice as to such factual matters as I consider necessary for the purpose of this opinion, and insofar as this opinion is based on such matters of fact, I have relied on such advice. Based upon the foregoing, I am of the of the opinion that: 1. GBB has been duly incorporated and is validly existing as a corporation under the laws of the State of California. 2. The Guarantee Agreement, when executed and delivered as contemplated by the Registration Statement, and the Junior Subordinated Debentures, when issued and paid for as contemplated by the Registration Statement, will be validly issued obligations of GBB enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer laws or similar laws affecting the rights of creditors generally and subject to general principles of equity, including, but not limited to, concepts of materiality, reasonableness, good faith and fair dealing and the unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. The foregoing opinion is also subject to the following comments and qualifications: (a) The enforceability of certain provisions of the Indenture and the Guarantee Agreement may be limited by laws rendering unenforceable the release of a party from, or the indemnification of a party against, liability for its own wrongful or negligent acts under certain circumstances, and indemnification contrary to Federal or state securities laws and the public policy underlying such laws. (b) The enforceability of provisions in the Indenture, the Junior Subordinated Debentures and the Guarantee Agreement, to the effect that the terms may not be waived or modified except in writing, may be limited under certain circumstances. (c) I advise you that, under certain circumstances, a guaranty executed by a corporate shareholder of a corporate borrower may not be enforced as an obligation separate from the obligation guaranteed if it is determined that the borrower is merely an alter ego or nominee of the guarantor and that the "true" borrower is the guarantor. If the guarantor is deemed to be Board of Directors Greater Bay Bancorp August 14, 2001 Page 3 liable as a primary obligor, it is likely that the guarantor will also be entitled to the rights and defenses otherwise available to a primary obligor. (d) Notwithstanding the choice of law provision in the Guarantee Agreement, I also advise you of California statutory provisions and case law, including defenses set forth in Union Bank v. Gradsky, 265 Cal.App. 2d 40 (1968) and --------------------- defenses arising from California Civil Code Section 2787 et seq. relating to suretyship defenses or rights of redemption, to the effect that, in certain circumstances, a surety may be exonerated if the creditor materially alters the original obligation of the principal without the consent of the guarantor, elects remedies for default which impairs the subrogation rights of the guarantor against the principal, or otherwise takes any action without notifying the guarantor which materially prejudices the guarantor. However, there is also authority to the effect that a guarantor may validly waive such rights, if such waivers are expressly set forth in the guaranty. While I believe that a California court should hold that the explicit language contained in the Guarantee Agreement waiving such rights should be enforceable, I express no opinion with respect to the effect of (i) any modification to or amendment of the obligations of the Trust which materially increases such obligations; (ii) any election of remedies by the Trust following the occurrence of an event of default; or (iii) any other action by the Trust which materially prejudices any guarantor, if, in any such instance, such modification, election or action occurs without notice to any guarantor and without granting to any guarantor an opportunity to cure any default by the Trust. My opinion expressed herein is limited to those matters expressly set forth herein, and no opinion may be implied or inferred beyond the matters expressly stated herein. I hereby disclaim any obligation to notify any person or entity after the date hereof if any change in fact or law should change our opinion with respect to any matter set forth in this letter. This opinion is limited to the current laws of the State of New York and the State of California, to present judicial interpretations thereof and to facts as they presently exist. In rendering this opinion, I have no obligation to supplement it should the current laws of the State of New York or the State of California be changed by legislative action, judicial decision or otherwise. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Matters" in the prospectus which is part of the Registration Statement. Very truly yours, /s/ Linda M. Iannone Linda M. Iannone Senior Vice President, General Counsel & Secretary EX-5.2 4 dex52.txt OPINION OF RICHARDS, LAYTON & FINGER, P.A. [LETTERHEAD OF RICHARDS, LAYTON & FINGER] EXHIBIT 5.2 August 14, 2001 GBB Capital V c/o Greater Bay Bancorp 2860 West Bayshore Road Palo Alto, California 94303 Re: GBB Capital V ------------- Ladies and Gentlemen: We have acted as special Delaware counsel for GBB Capital V, 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, (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on May 22, 2001; (b) The Declaration of the Trust, dated as of May 22, 2001, among Greater Bay Bancorp, a California corporation (the "Company"), and the trustees of the Trust named therein; (c) A form of the Amended and Restated Declaration of Trust (including Annex I, Exhibits A-1 and A-2 thereto) (the "Declaration"), by and among the Corporation, as sponsor, the trustees of the Trust named therein (the "Trustees"), and the holders, from time to time, of undivided beneficial interests in the assets of the Trust (the "Declaration"); (d) The Registration Statement on Form S-3 filed under Rule 462(b) of the Securities Act of 1933, as amended (the "Registration Statement") and relating to the Trust's earlier Registration Statement on Form S-3, as amended (Registration No. 333-65772-01), including a prospectus (the "Prospectus"), with the Registration Statement relating to an additional $17,250,000 aggregate Liquidation Amount of 9.00% Capital Securities of the Trust representing undivided beneficial interests in the assets of the Trust (each, a "Capital Security" and collectively, the "Capital Securities"); (f) A Certificate of Good Standing for the Trust, dated July 20, 2001, obtained GBB Capital V August 14, 2001 Page 2 from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Declaration. 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 Declaration 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 Declaration 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 the Clearing Agency (the "Capital Security Holder") of a Global Capital Security and the payment for such Global Capital Security, in accordance with the Declaration and the Prospectus, and (vii) that the Capital Securities will be issued and sold to the Capital Security Holder in accordance with the Declaration and the Prospectus. 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 which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and GBB Capital V August 14, 2001 Page 3 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. ------- (S) 3801, et seq. -- --- 2. The Capital 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 Capital Security Holder, as beneficial owner of the Trust, is 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 Holder may be obligated to make payments as set forth in the Declaration. 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 "Legal Matters" 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. Very truly yours, /s/ Richards, Layton & Finger, P.A. EAM/XJS/rmc EX-8.1 5 dex81.txt OPINION OF MANATT, PHELPS & PHILLIPS, LLP Exhibit 8.1 [LETTERHEAD OF MANATT] August 14, 2001 Greater Bay Bancorp 400 Emerson Street Palo Alto, California 94301 GBB Capital V 400 Emerson Street Palo Alto, California 94301 Re: Material Federal Income Tax Consequences of the Purchase and Ownership of Trust Preferred Securities Issued by Greater Bay Bancorp Ladies and Gentlemen: We have acted as special counsel to Greater Bay Bancorp and its subsidiaries ("GBB") in connection with the preparation and filing under Rule 462(b) of under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 (the "Registration Statement") and relating to (and incorporating by reference) GBB's earlier Registration Statement on Form S-3, as amended, (Registration Nos. 333-65772 and 333-65772-01) filed with the Securities and Exchange Commission on July 25, 2001. The Registration Statement relates to the offer for sale of an additional $17,250,000 liquidation amount of Trust Preferred Securities, liquidation amount $25 per Trust Preferred Security (the "Capital Securities") of GBB Capital V, a statutory business trust formed under the Business Trust Act of the State of Delaware (the "Trust"), guaranteed (the "Guarantee") by GBB pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be entered into by and between GBB and Wilmington Trust Company, as guarantee trustee, the form of which is being filed as an exhibit to the Registration Statement. GBB will be the owner of all of the undivided beneficial ownership interests represented by the Common Securities (the "Common Securities") of the Trust. The Trust will issue the Capital Securities and the Common Securities to GBB in exchange for Junior Subordinated Interest Debentures (the "Junior Subordinated Debentures") issued by GBB. The Junior Subordinated Debentures are to be issued pursuant to an Indenture (the "Indenture") to be entered into between GBB and Wilmington Trust Company, as indenture trustee, the form of which is being filed as an exhibit to the Registration Statement. This opinion letter relates to the material federal income tax consequences of the purchase and ownership of the Capital Securities by investors. All capitalized terms used in this Greater Bay Bancorp GBB Capital V August 14, 2001 Page 2 opinion letter and not otherwise defined herein have the same meaning as set forth in the Indenture. We have examined the Registration Statement, the form of the Amended and Restated Trust Agreement of the Trust, and such other documents as we have deemed necessary to render our opinions expressed below. In our examination of such material, we have relied upon the current and continued accuracy of the factual matters we have considered, and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies of documents submitted to us. We assume for purposes of our opinions that there are no agreements or understandings with respect to the transactions contemplated in the documents referred to above other than those described therein and that all parties to such documents will comply with the terms thereof, including all tax reporting requirements contained therein. Our opinions are also based (with your consent) on certain representations from GBB in a letter to us of even date herewith. In addition, we also have assumed that the transactions related to the issuance of the Junior Subordinated Debentures, the Capital Securities and the Guarantee Agreement will be consummated in accordance with the terms and forms of such documents and as described in the Registration Statement. Based on the foregoing, and assuming the Trust will be maintained in compliance with the terms of the form of the Amended and Restated Trust Agreement of the Trust, it is our opinion that the following conclusions would be sustained by a court with jurisdiction in a properly presented case (with all appeals exhausted): (1) The Trust will be classified for United Stated federal income tax purposes as a grantor trust and not as an association taxable as a corporation and, as a result, each beneficial owner of Capital Securities will be treated as owning an undivided beneficial interest in the Junior Subordinated Debentures held by the Trust. (2) The Junior Subordinated Debentures will be classified for federal income tax purposes as indebtedness of GBB. (3) Except in the case of the occurrence of an Extended Interest Payment Period, stated interest on the Junior Subordinated Debentures will be included in income by a holder of Capital Securities at the time such interest income is paid or accrued in accordance with the holder's regular method of tax accounting. If GBB exercises its right to defer payments of interest on the Junior Subordinated Debentures during an Extended Interest Payment Period, beneficial owners of Capital Securities will commence reporting interest income with respect to the Greater Bay Bancorp GBB Capital V August 14, 2001 Page 3 Junior Subordinated Debentures under the original issue discount rules of the Internal Revenue Code of 1986, as amended (the "Code"). (4) Gain or loss will be recognized by a holder of Capital Securities on a sale of Capital Securities (including a redemption for cash) in an amount equal to the difference between the amount realized (which for this purpose will exclude amounts attributable to accrued interest or original issue discount not previously included in income) and the holder's adjusted tax basis in the Capital Securities sold or so redeemed. Gain or loss recognized by the holder on a sale of Capital Securities held for more than one year will generally be taxable as long-term capital gain or loss. (5) A distribution by the Trust of the Junior Subordinated Debentures, as described in the Registration Statement (and subject to the limits discussed therein), will be non-taxable and will result in the distributee receiving directly its pro rata share of the Junior Subordinated Debentures previously held indirectly through the Trust, with a holding period and aggregate tax basis equal to the holding period and aggregate tax basis such distributee had in its Capital Securities before such distribution. (6) The discussion of "Material Federal Income Tax Consequences" in the Registration Statement accurately describes the material federal income tax consequences concerning the Capital Securities. These opinions are based upon the Code, the Treasury Regulations promulgated thereunder and other relevant authorities and law, all as in effect on the date hereof. Future changes in the law or interpretations of the law may cause the tax effects of the transactions referred to herein to be materially different from those described above. We have undertaken no obligation to update this opinion in such event. Other than the specific tax opinions set forth in this letter, no other opinion has been requested of us or rendered by us with respect to the tax treatment of the Junior Subordinated Debentures, the Capital Securities or the Guarantee Agreement, including, but not limited to, the tax treatment of the proposed transactions under other provisions of the Code and the Treasury Regulations or the tax treatment of the proposed transactions under state, local, foreign or any other tax laws. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and the use of our name in the Registration Statement under the caption "Material Federal Greater Bay Bancorp GBB Capital V August 14, 2001 Page 4 Income Tax Consequences." In giving such consent, we do not concede that this consent is required under Section 7 of the Act. Very truly yours, /s/ Manatt, Phelps & Phillips, LLP DJF:csl EX-23.4 6 dex234.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Post-effective Amendment No. 1 to Form S-3 of our report dated January 30, 2001 relating to the financial statements, which appears in the 2001 Annual Report to Shareholders, which is incorporated by reference in Greater Bay Bancorp's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP San Francisco, California Date August 14, 2001 -----END PRIVACY-ENHANCED MESSAGE-----