EXHIBIT 5.1
January 17, 2002
Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Re: Enforceability Opinion
We are issuing this opinion letter in our capacity as special counsel to
Capital Auto Receivables, Inc. (the "Seller") and General Motors Acceptance
Corporation ("GMAC") in connection with:
(1) the issuance of $475,000,000 aggregate principal amount of Class
A-1 Asset Backed Notes (the "Class A-1 Notes"), pursuant to an Indenture
(the "Indenture"), between the Trust and Bank One, National Association, as
Indenture Trustee (the "Indenture Trustee");
(2) the issuance of $579,000,000 aggregate principal amount of Class
A-2 Asset Backed Notes (the "Class A-2 Notes"), $652,000,000 aggregate
principal amount of Class A-3 Asset Backed Notes (the "Class A-3 Notes")
and $469,374,000 aggregate principal amount of Class A-4 Asset Backed Notes
(the "Class A-4 Notes" and together with the Class A-2 Notes and the Class
A-3 Notes, the "Offered Notes") by Capital Auto Receivables Asset Trust
2002-1 (the "Trust"), pursuant to the Indenture; and
(3) the issuance of $102,504,338.63 aggregate principal amount of
Asset Backed Certificates (the "Certificates") by the Trust, pursuant to a
Trust Agreement (the "Trust Agreement"), dated as of January 16, 2002, to
be amended and restated as of the Issuance Date (the "Amended and Restated
Trust Agreement"), between the Seller and Bankers Trust (Delaware), as
Owner Trustee (the "Owner Trustee").
The Offered Notes and the Class A-1 Notes are sometimes referred to
collectively herein as the "Notes." The Trust intends to issue the Notes and the
Certificates on or about January 24, 2001 (the "Issuance Date").
Capital Auto Receivables, Inc.
January 17, 2002
Page 2
We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the Notes and
Certificates, and in order to express the opinion hereinafter stated, we have,
among other things, examined and relied, to the extent we deem proper, on the
following documents:
(i) a copy of the registration statement filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), on Form S-3 (File No.
333-93431) on March 22, 2001, with respect to asset-backed notes and
certificates, including the Offered Notes, to be issued and sold in series
from time to time, in the form in which it became effective, including the
exhibits thereto;
(ii) a copy of the form of prospectus supplement relating to the
Offered Notes substantially in the form to be filed with the Commission
pursuant to Rules 424(b)(5) and 424(c) under the Act (the "Prospectus
Supplement") and the prospectus, dated June 14, 2001, relating thereto (the
"Base Prospectus" and, together with the Prospectus Supplement, the
"Prospectus");
(iii) the Trust Agreement and a form of Amended and Restated Trust
Agreement;
(iv) a form of the Trust Sale and Servicing Agreement among the
Seller, GMAC, as Servicer, and the Trust (the "Trust Sale and Servicing
Agreement");
(v) a form of the Indenture;
(vi) a form of the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), between GMAC and the Seller; and
(vii) such other documents as we have deemed necessary for the
expression of the opinions contained herein (collectively, documents (iii)
- (vi) are referred to herein as the "Transaction Documents").
In arriving at the opinion expressed below, we have examined and relied, to
the extent we deem proper, on the Transaction Documents. In our examination, we
have assumed that the Transaction Documents will be executed in the form
submitted to us. We have also assumed,
Capital Auto Receivables, Inc.
January 17, 2002
Page 3
without independent verification, that the facts and representations and
warranties in the documents upon which we relied are true and correct, and that
the transactions contemplated by such documents have been or will be consummated
strictly in accordance with their terms.
On the basis of the foregoing and on the basis of our examination of the
Seller's Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws and a review of a Certificate of the Secretary of State of the
State of Delaware as to the good standing of the Seller, it is our opinion that:
(a) The Seller is a corporation validly existing and in good standing
under the laws of the State of Delaware.
(b) With respect to the Notes and Certificates of any series issued by
the Trust, when duly executed and authenticated by the Indenture Trustee or
the Owner Trustee, as the case may be, in accordance with the terms of the
Indenture or Trust Agreement, and issued and delivered against payment
thereof, the Notes and Certificates will have been duly authorized by all
necessary action of the Trust and will have been legally issued, with
respect to the Certificates will be nonassessable and will be enforceable
in accordance with their terms and entitled to the benefits of the
Transaction Documents, except as the same may be limited by Title 11 of the
United States Code or other bankruptcy, insolvency, reorganization,
moratorium, or other laws relating to or affecting the enforcement of
creditors' rights or the relief of debtors, as may be in effect from time
to time, or by general principles of equity.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of securities or
"Blue Sky" laws of the various states to the offer or sale of the Notes and
Certificates.
We wish to advise you that we are members of the bar of the State of New
York and the opinions expressed herein are limited to the laws of the State of
New York, the federal laws of the United States, the General Corporation Law of
the State of Delaware and the Delaware Business Trust Act.
We hereby consent to the filing of this opinion with Form 8-K in connection
with the sale of the Offered Notes. In giving this consent, we do not thereby
admit that we come within the
Capital Auto Receivables, Inc.
January 17, 2002
Page 4
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
KIRKLAND & ELLIS