Exhibit 5.1
August 2, 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 the issuance of $1,162,000,000.00
aggregate principal amount of Class A-1 Asset Backed Notes (the "Class A-1
Notes"), $688,500,000.00 aggregate principal amount of Class A-2 Asset Backed
Notes (the "Class A-2 Notes"), $766,000,000.00 aggregate principal amount of
Class A-3 Asset Backed Notes (the "Class A-3 Notes") and $334,500,000 aggregate
principal amount of Class A-4 Asset Backed Notes (the "Class A-4 Notes" and
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
the "Notes") by Capital Auto Receivables Asset Trust 2002-3 (the "Trust"),
pursuant to an Indenture (the "Indenture"), between the Trust and Bank One,
National Association, as Indenture Trustee (the "Indenture Trustee").
The Trust intends to issue the Notes on or about August 8, 2002 (the
"Issuance Date").
We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the Notes, 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) 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. 333-75464) on January 28, 2002, with respect to
asset-backed notes and certificates, including the 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) form of prospectus supplement relating to the 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 July 29, 2002,
relating thereto (the "Base Prospectus" and, together with the
Prospectus Supplement, the "Prospectus");
(iii) the Trust Agreement (the "Original Trust Agreement"), dated
as of July 26, 2002, between the Seller and Deutsche Bank Trust
Company Delaware, as Owner Trustee, and a form of the Amended and
Restated Trust Agreement (the "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 our examination, we have assumed that the Transaction Documents will be
executed in the form submitted to us. We have also assumed, 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.
(a) With respect to the Notes of any series issued by the Trust,
when duly executed and authenticated by the Indenture Trustee in
accordance with the terms of the Indenture, and issued and
delivered against payment thereof, the Notes will have been duly
authorized by all necessary action of the Trust and will have
been legally issued 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.
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 Notes. In giving this consent, we do not thereby admit that
we come within the 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