Exhibit 5
[LETTERHEAD]
Ropes & Gray
One International Place
Boston, Ma. 02110
May 16, 1997
XTRA Corporation
XTRA, Inc.
60 State Street
Boston, Massachusetts 02108
Re: XTRA Corporation and XTRA, Inc. -
$604,000,000 Aggregate Amount of Securities
Ladies and Gentlemen:
You have asked our opinion concerning the proposed issue by XTRA
Corporation (the "Company") of (i) shares of its preferred stock, no par
value (the "New Preferred Stock"), in one or more series and/or (ii) shares
of its common stock, par value $0.50 per share (the "New Common Stock"), and
the proposed issue by XTRA, Inc. ("XTRA, Inc.) of its debt securities (the
"New Debt Securities"), which may be either senior debt securities ("Senior
Securities") or subordinated debentures, notes and/or other evidences of
indebtedness, in one or more series, to be unconditionally guaranteed on a
senior or subordinated basis, as the case may be, as to the payment of
principal of, premium, if any, and interest on the New Debt Securities by the
Company (the "Guarantees"), which Senior Securities are to be issued under an
indenture dated as of August 15, 1994 (the "Original Senior Indenture") among
XTRA, Inc., the Company, as guarantor, and the First National Bank of Boston,
as trustee, as supplemented by the First Supplemental Indenture dated as of
September 30, 1994 among XTRA, Inc., the Company, as guarantor, XTRA
Missouri, Inc. as guarantor, and the Bank of Boston (the "First Supplemental
Indenture"), and as supplemented by the Second Supplemental Indenture among
XTRA, Inc., the Company, as guarantor, and State Street Bank and Trust Company,
as trustee (the "Second Supplemental Indenture," and together with the First
Supplemental Indenture and the Original Senior Indenture, the "Senior
Indenture") and which Subordinated Securities are to be issued under an
indenture (the "Subordinated Indenture') among XTRA, Inc., the Company, as
guarantor, and a trustee to be designated (the "Subordinated Trustee")
(the New Preferred Stock, the New Common Stock, the Guarantees and the New Debt
Securities are referred to herein collectively as the "Securities"). On
October 2, 1995, State Street Bank and Trust Company succeeded to all or
substantially all of the corporate trust business of the Bank of
XTRA Corporation
XTRA, Inc. 2 May 16, 1997
Boston, thereby becoming the successor trustee pursuant to the terns of the
Senior Indenture (hereinafter the "Senior Trustee" and, together with the
Subordinated Trustee, the "Trustees"). The Securities are to be issued at an
aggregate initial offering price not to exceed $604,000,000.
We have acted as counsel for the Company and XTRA, Inc. in connection
with the proposed issue and sale of the Securities. We are familiar with the
proceedings taken by the Company and XTRA, Inc. in respect thereof and have
examined originals or certified or attested copies of such certificates,
records and documents as we have deemed necessary for the purposes of this
opinion.
Basing our opinion on the foregoing, we are of the opinion that:
(1) when Post-Effective Admendment No. 1, as amended, to the Registration
Statement (No. 33-65293) (the "Registration Statement") relating to the
Securities filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, has been declared effective, no further
authorization, consent or approval by any regulatory authority will be
required for the valid issuance and sale of the Securities (except under the
so-called "Blue Sky" or securities laws of the several states, as to the
applicability of which we express no opinion);
(2) when the Board of Directors of the Company and/or XTRA, Inc. or
committees designated thereby, have determined the price and other terms and
conditions relating to the issue and sale of the Securities, the Securities will
have been duly authorized by the Company and XTRA, Inc.;
(3) upon the execution and filing with the Trustees of the proper papers,
the Senior Securities and the related Guarantees and the Subordinated Securities
and the related Guarantees will be issuable under the terms of their respective
Indentures;
(4) upon the execution, certification and delivery of the Senior
Securities and the related Guarantees in accordance with the corporate
authorization referred to above and in accordance with the Senior Indenture, the
Senior Securities will be valid and legally binding obligations of XTRA, Inc.,
and the related Guarantees will be the valid and legally binding obligations of
the Company, and the Senior Securities and related Guarantees will be entitled
to the benefits provided by the Senior Indenture together with any other series
of Senior Securities and Guarantees thereof and which may hereafter be issued
thereunder pursuant to the terms thereof; except that enforcement of the rights
and remedies created thereby is subject to bankruptcy, reorganization,
insolvency or similar laws affecting creditors' rights generally, as may from
time to time be in effect, and by the availability of specific performance or of
injunctive relief, which is subject to the discretion of the court before which
any proceeding may be brought;
(5) upon the execution, certification and delivery of the Subordinated
Securities and the related Guarantees in accordance with the corporate
authorization referred to above and in
XTRA Corporation
XTRA, Inc. 3 May 16, 1997
accordance with the Subordinated Indenture, the Subordinated Securities will
be valid and legally binding obligations of XTRA, Inc. and the related
Guarantees will be the valid and legally binding obligations of the Company,
and the Subordinated Securities and related Guarantees will be entitled to
the benefits provided by the Subordinated Indenture together with any other
series of Subordinated Securities and Guarantees thereof and which may
hereafter be issued thereunder pursuant to the terms thereof; except that
enforcement of the rights and remedies created thereby is subject to
bankruptcy, reorganization, insolvency of similar laws affecting creditors'
rights generally, as may from time to time be in effect, and by the
availability of specific performance or of injunctive relief, which is
subject to the discretion of the court before which any proceeding may be
brought;
(6) upon the issuance by the Company of the New Common Stock against
payment of the agreed consideration in accordance with the corporate
authorization referred to above, the New Common Stock will be validly issued,
fully paid and nonassessable; and
(7) upon the issuance by the Company of the New Preferred Stock against
payment of the agreed consideration in accordance with the corporate
authorization referred to above, the New Preferred Stock will be validly
issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Company's and XTRA, Inc.'s joint Registration Statement relating to the
Securities to be filed under the Securities Act of 1933, as amended. We
consent to the filing of this opinion with and as part of said Registration
Statement and the use of our names therein and in the related Prospectus
under the caption "Validity of Securities."
Very truly yours,
/s/ Ropes & Gray
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Ropes & Gray