July 22, 1996
doubt. Nevertheless, based upon and subject to the foregoing, and subject to
the qualifications, assumptions, exceptions and limitations set forth herein,
it is our opinion that the Merger is not subject to the Supermajority Vote
requirement of Article Seventh.
The foregoing opinion is limited to the General Corporation Law, and we
have not considered and express no opinion on the effect of any other laws or
the laws of any other state or jurisdiction, or the rules and regulations of
stock exchanges or any other regulatory body. We express no opinion as to the
possible outcome of any challenge to the Merger and the manner of its approval
premised upon equitable considerations.
We hereby consent to the reference to this opinion in the Registration
Statement, provided, however, that in giving such consent we do not admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933 or the rules and regulations of the Securities
Exchange Commission thereunder. Except as provided in the immediately preceding
sentence, our opinion as expressed herein is rendered solely for your benefit
in connection with the matters addressed herein, and, without our prior written
consent, may not be relied upon by you for any other purpose or be furnished or
quoted to, or relied upon, by any other person or entity for any purpose.
Very truly yours,
RICHARDS, LAYTON & FINGER
preliminary injunction is scheduled for September 6, 1996. No opinion is
expressed herein as to the outcome of such litigation.