EXHIBIT 5.1
[JENKENS & GILCHRIST LETTERHEAD]
March 11, 1994
AmeriCredit Corp.
777 Taylor, Suite 800
Fort Worth, Texas 76102
RE: AMERICREDIT CORP.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
This firm has acted as counsel to AmeriCredit Corp., a Texas corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission on March 14, 1994, under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 1,500,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock"), that may be issued by the Company upon the exercise of up to
1,500,000 Dealership Stock Options (the "Dealership Stock Options") to be
granted under the Dealership Stock Option Plan of AmeriCredit Corp. (the
"Plan") and the issuance of 1,500,000 Dealership Stock Options under the Plan.
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, this firm
has examined and relied upon the original, or copies identified to our
satisfaction, of (1) the Company's Articles of Incorporation and the bylaws of
the Company, as amended; (2) minutes and records of the corporate proceedings
of the Company with respect to the establishment of the Plan, the issuance of
the Dealership Stock Options pursuant to the Plan, the issuance of the Shares
upon exercise of Dealership Stock Options and related matters; (3) the
Registration Statement and exhibits thereto, including the Plan; and (4) such
other documents and instruments as this firm has deemed necessary for the
expression of these opinions. In making the foregoing examinations, this firm
has assumed the genuineness of all signatures and the authenticity of all
documents submitted to this firm as originals, and the conformity to original
documents of all documents submitted to this firm as certified or photostatic
copies. As to various questions of fact material to this opinion letter, and
as to the content and form of the Articles of Incorporation, the bylaws,
minutes, records, resolutions and other documents or writings of the Company,
this firm has relied, to the extent it deems reasonably appropriate, upon
representations or certificates of officers or directors of
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the Company and upon documents, records and instruments furnished to this firm
by the Company, without independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, this firm is of the opinion that:
(1) the Director Stock Options, upon their issuance, will be duly authorized
and validly issued;
(2) the Shares, upon their issuance, will be duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock of the Company.
The opinions expressed in this Opinion Letter assume that (1) the
Dealership Stock Options are issued in accordance with the Plan, (2) the
Shares are issued in accordance with the Plan and the applicable option
agreement for the Dealership Stock Options being exercised and pursuant to
which such Shares are being issued and (3) each exercise price for the
Dealership Stock Options is not less than the par value per share of the
Common Stock.
This firm hereby consents to the filing of this opinion letter as an
exhibit to the Registration Statement and to references to our firm included
in or made a part of the Registration Statement. In giving this consent, this
firm does not admit that it comes within the category of person whose consent
is required under Section 7 of the Securities Act or the Rules and Regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: L. STEVEN LESHIN
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L. STEVEN LESHIN, ESQ.
LSL:aal