Exhibit 5.2

                [Letterhead of Piper Marbury Rudnick & Wolfe LLP]



6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.piperrudnick.com

MAIN PHONE (410) 580-3000
     FAX   (410) 580-3001

                                  April 3, 2002


HSBC USA INC.
452 Fifth Avenue
New York, New York  10018

                       Registration Statement of Form S-3

Ladies and Gentlemen:

         We have acted as Maryland counsel to HSBC USA Inc. (formerly named,
Republic New York Corporation), a Maryland corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), pursuant to Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 of the Company, HSBC USA Capital V, a Delaware statutory
business trust, and HSBC USA Capital VI, a Delaware statutory business trust,
filed with the Securities and Exchange Commission (the "Commission") on April 3,
2002 (Registration Nos. 333-42421, 333-42421-01, and 333-42421-02) (the
"Registration Statement"), including the prospectus included therein at the time
the Registration Statement is declared effective (the "Prospectus"), which
Prospectus also constitutes the prospectus for certain other registration
statements previously filed with the Commission by the Company (Registration
Nos. 33-48651 and 33-49507) (the "Prior Registration Statements"). The aggregate
initial offering price of the offered securities is up to $1,000,000,000, plus
an amount available under the Prior Registration Statements, which offered
securities include shares of preferred stock, no par value, of the Company (the
"Preferred Shares"). This opinion on the Preferred Shares is provided at the
request of the Company for use in connection with the filing of the Registration
Statement.

         In our capacity as Maryland counsel, we have reviewed originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:

                  (a) The Registration Statement and the Preliminary Prospectus
         dated April 3, 2002 (the "Preliminary Prospectus") relating to the
         issuance of the offered securities (including, the Preferred Shares),
         which forms part of the Registration Statement;

                  (b) The Charter, certified by the Maryland State Department of
         Assessments and Taxation (the "MSDAT"), and By-Laws, as amended and
         restated and in effect on the date hereof, of the Company;

                  (c) Certified resolutions of the Board of Directors of the
         Company relating to the authorization of the filing of the Registration
         Statement and to the offered securities (including, the Preferred
         Shares);

                  (d) A short-form good standing certificate for the Company,
         dated a recent date, issued by the MSDAT;

                  (e) An Officer's Certificate (the "Certificate") of the
         Company, dated the date hereof, as to certain factual matters; and

                  (f) Such other documents as we have considered necessary to
         the rendering of the opinions expressed below.

         In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, and the conformity
with originals of all documents submitted to us as copies (and the authenticity
of the originals of such copies), and the accuracy and completeness of all
public records reviewed by us. In making our examination of documents executed
by parties other than the Company (and for purposes of the documents referred to
below to be executed by parties other than the Company), we have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder, and we have also assumed the due authorization by all
requisite action, corporate or other, and the valid execution and delivery by
such parties of such documents and the validity, binding effect, and
enforceability thereof with respect to such parties. As to any facts material to
this opinion which we did not independently establish or verify, we have relied
solely upon the Certificate.

         We further assume that:

                  (a) The issuance, sale, amount, and terms of the Preferred
         Shares to be offered from time to time by the Company will be
         authorized and determined by proper action of the Board of Directors
         (or where permitted, a committee of the Board of Directors) of the
         Company (each, a "Board Action") in accordance with the Company's
         Charter and By-Laws and applicable law, in each case so as not to
         result in a default under or breach of any agreement or instrument
         binding upon the Company and so as to comply with any requirement or
         restriction imposed by any court or governmental or regulatory body
         having jurisdiction over the Company.

                  (b) Prior to the issuance of any of the Preferred Shares,
         there will exist, under the Charter of the Company, the requisite
         number of authorized but unissued Preferred Shares, and that all
         actions necessary to the creation of any such Preferred Shares, whether
         by Charter amendment or by classification or reclassification of
         existing capital stock and the filing of Articles Supplementary, will
         have been taken.

                  (c) For the Preferred Shares represented by certificates,
         appropriate certificates representing the Preferred Shares will be
         executed and delivered upon issuance and sale of any such Preferred
         Shares and will comply with the Company's Charter and By-Laws and
         applicable law. For the Preferred Shares not represented by
         certificates, appropriate written statements will be prepared and
         delivered upon issuance and sale of any such Preferred Shares and will
         comply with the Company's Charter and By-Laws and applicable law.

                  (d) The underwriting or other agreements for offerings of the
         Preferred Shares (each, an "Underwriting Agreement," and collectively,
         the "Underwriting Agreements") will be valid and legally binding
         contracts that conform to the description thereof set forth in the
         applicable Prospectus Supplement.

         Based upon the foregoing, subject to the additional assumptions,
qualifications, and limitations below, having regard for such legal
considerations as we deem relevant, and limited in all respects to applicable
Maryland law, we are of the opinion and advise you that, when a series of the
Preferred Shares has been duly authorized and established in accordance with the
applicable Board Action, the terms of the Company's Charter and By-Laws, and
applicable law, and, upon issuance and delivery of certificates (in the case of
shares of certificated stock) or written statements (in the case of shares of
uncertificated stock) for such series of the Preferred Shares against payment
therefor in accordance with the terms and provisions of such Board Action, the
Registration Statement (as declared effective under the Act), the Prospectus or
the applicable Prospectus Supplement, and, if applicable, an Underwriting
Agreement, the Preferred Shares represented by such certificates (or the subject
of such written statements) will be duly authorized, validly issued, fully paid,
and non-assessable.

         In addition to the qualifications set forth above, this opinion is
subject to additional assumptions, qualifications, and limitations as follows:

                  (a) We have made no investigation of, and we express no
         opinion as to, the laws of any jurisdiction other than the laws of the
         State of Maryland. To the extent that any documents referred to herein
         are governed by the laws of a jurisdiction other than the State of
         Maryland, we have assumed that the laws of such jurisdiction are the
         same as the laws of the State of Maryland.

                  (b) This opinion concerns only the effect of the laws
         (exclusive of the principles of conflict of laws) of the State of
         Maryland as currently in effect. We assume no obligation to supplement
         this opinion if any applicable laws change after the date hereof or if
         any facts or circumstances come to our attention after the date hereof
         that might change this opinion.

                  (c) We express no opinion as to compliance with the securities
         (or "blue sky") laws of the State of Maryland.

                  (d) This opinion is limited to the matters set forth herein,
         and no other opinion should be inferred beyond the matters expressly
         stated.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.2 to the Registration Statement and to the reference to our firm under
the heading "Legal Opinions" in the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.

                                        Very truly yours,


                                        /s/  PIPER MARBURY RUDNICK & WOLFE LLP