(c)                                 The Removal and Appointment of Trustees, dated as of January 17, 2008, executed by the Company, as depositor;

(d)                                The Amended and Restated Trust Agreement of the Trust, dated as of January 25, 2008 (including Exhibits A, B, C and D thereto) (the “Trust Agreement “), among the Company, the trustees of the Trust named therein  and the several holders, from time to time, of undivided beneficial interests in the assets of the Trust;

(e)                                 The Form of Normal APEX Certificate attached as Exhibit C to the Trust Agreement;

(f)                                   The Form of Capital APEX Certificate attached as Exhibit A to the Trust Agreement;

(g)                                The Form of Stripped APEX Certificate attached as Exhibit D to the Trust Agreement;

(h)                                The Prospectus, dated March 21, 2006 (the “Original Prospectus”), as supplemented by the Prospectus Supplement, dated January 17, 2008 (the “Supplement” and together with the Original Prospectus, the “Prospectus”), relating to the Fixed to Floating Rate Normal Automatic Preferred Enhanced Capital Securities of the Trust representing undivided beneficial interests in the assets of the Trust (the “Normal APEX” and, together with the Stripped APEX and the Capital APEX, the “Capital Securities”); and

(i)                                    A Certificate of Good Standing for the Trust, dated January 25, 2008.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement, except that reference herein to any document shall mean such document as in effect on the date hereof.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (i) above.  In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (i) 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.

For purposes of this opinion, we have assumed (i) that the Trust Agreement 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 has not been amended and that the Certificate of Trust is in full force and effect and has not be amended, (ii) except to the extent provided in paragraph 1 below, the 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 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 Capital Security is to be issued by the Trust (collectively, the “Capital Security Holders”) of a Capital Security Certificate for such Capital Security and the payment for such Capital Security acquired by it, in accordance with the Trust Agreement and the Prospectus, (vii) that the Capital Securities are executed, issued and sold to the Capital Security Holders in accordance with the Trust Agreement and the Prospectus and (viii) that the Delaware Trustee satisfies the requirements of § 3807 of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. (the “Act”).  We have not participated in the preparation of the Prospectus 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 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: