Exhibit 5.1
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| | Mayer Brown LLP 71 South Wacker Drive
Chicago, Illinois 60606-4637 Main Tel (312)782-0600
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May 12, 2020
GATX Corporation
233 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel to GATX Corporation, a New York corporation (“GATX”), in connection with an offering pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), of GATX’s issuance of $500,000,000 aggregate principal amount of 4.000% Senior Notes due 2030 (the “Notes”). The Notes are to be issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank National Association, as Trustee (the “Indenture”). The Notes are subject to the Underwriting Agreement (the “Underwriting Agreement”), dated May 8, 2020, between GATX and BofA Securities, Inc., Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters listed therein.
We have also participated in the preparation and filing with the Securities and Exchange Commission under the Securities Act of a Registration Statement on FormS-3, as amended (FileNo. 333-233276) (the “Registration Statement”), relating to the Notes. In rendering our opinions set forth below, we have examined originals or copies identified to our satisfaction of (i) the Underwriting Agreement; (ii) the Registration Statement; (iii) the prospectus as supplemented relating to the Notes; (iv) the Indenture; (v) the form of the Notes; and (vi) officers’ certificate establishing the terms of the Notes pursuant to the Indenture. The Notes are registered on the Registration Statement. In addition, we have examined and relied upon other documents, certificates, corporate records, opinions and instruments, obtained from GATX or other sources believed by us to be reliable, as we have deemed necessary or appropriate for the purpose of this opinion.
In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies and the legal competence of each individual executing any document. As to all parties, we have assumed the due authorization, execution and delivery of all documents and the validity and enforceability thereof against all parties thereto, other than GATX, in accordance with their respective terms.
As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we have relied on certificates of responsible officers of GATX and of public officials and on the representations, warranties and agreements of GATX contained in the applicable Underwriting Agreements.
