October 19, 1998
Chrysler Financial Company L.L.C.
27777 Franklin Road
Southfield, Michigan 48034
Ladies and Gentlemen:
Re: Post-Effective Amendment No. 1 to
Registration Statement on Form S-3
(Registration Nos. 33-64179 and 333-49647)
to register Debt Securities and Warrants
to be issued by Chrysler Financial Company L.L.C.
(the "Registration Statement")
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I am Vice President and General Counsel of Chrysler Financial Company L.L.C.,
a Michigan limited liability company (the "Company"), and am familiar with the
above-captioned Registration Statement filed by the Company with the
Securities and Exchange Commission in connection with the registration by the
Company of debt securities ("Debt Securities") and warrants to purchase Debt
Securities ("Warrants"). As described in the Registration Statement, the Debt
Securities and Warrants will be issued from time to time by the Company
pursuant to an Indenture, dated as of February 15, 1988, as amended, between
the Company and Manufacturers Hanover Trust Company, as Trustee, as succeeded
by United States Trust Company of New York, as successor Trustee
(the "Indenture"), and the Debt Securities and Warrants will be sold from time
to time pursuant to certain underwriting agreements entered into between the
Company and various underwriters named therein.
In connection with this opinion, I, or members of my staff upon
whom I am relying, have examined the Registration Statement and, in each case
as filed with the Registration Statement, the Indenture, the form of
Underwriting Agreement, the forms of Notes, and the forms of Warrant
Agreements (collectively, the "Operative Documents"). I, or members of my
staff upon whom I am relying, have also examined such other documents and
instruments and have made such further investigation as I or they have deemed
necessary or appropriate in connection with this opinion.
Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Registration Statement.
Based on and subject to the foregoing, I am of the opinion that,
with respect to the Debt Securities and Warrants, when (i) the registration
requirements of the Securities Act of 1933, as amended and such Blue Sky or
securities laws as may be applicable shall have been complied with, (ii) the
Indenture shall have been qualified under the Trust Indenture Act of 1939, as
amended, (iii) the form or forms of the Debt Securities and the final terms
thereof shall have been duly approved or established in accordance with the
terms of the Indenture, (iv) the amount, price, interest rate, and other
principal terms of such Debt Securities or Warrants have been duly approved
by the Managers or the Executive Committee of the Managers of the Company, (iv)
the applicable Operative Documents relating to the Debt Securities or Warrants
have each been duly completed, executed, and delivered by the parties thereto
substantially in the form filed as an exhibit to the Registration Statement
reflecting the terms established as described above, and (v) such Debt
Securities or Warrants have been duly executed by the Company, authenticated
by the Trustee, and sold by the Company and paid for, all in accordance with
the terms and conditions of the Operative Documents and in the manner
described in the Registration Statement, such Debt Securities or Warrants
will have been legally issued and will be binding obligations of the Company.
I am admitted to the State Bar of Michigan and I express no
opinion as to the laws of any other jurisdiction except the laws of the State
of Michigan and the United States. I do not purport to be an expert on, or to
express any opinion herein concerning, the laws of any other jurisdiction or
the effect under the law of the State of Michigan or the federal law of the
United States of the law of any other jurisdiction.
I 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 included in the Registration Statement. In giving
this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Commission issued thereunder.
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This opinion is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Very truly yours,
/s/ Christopher A. Taravella
Christopher A. Taravella
Vice President and
General Counsel
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