EXHIBIT 5.1
Opinion and Consent of Counsel
October 28, 1997
Re: American Corporate Receipts, Inc.
Registration Statement on Form S-3
American Corporate Receipts, Inc.
c/o Rickel Securities, Inc.
45 Essex Street
Millburn, New Jersey 07041
Dear Sirs:
We have acted as special counsel for American Corporate Receipts, Inc.,
a New Jersey corporation (the "Company") in connection with the preparation of
the Registration Statement of the Company on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act") relating to the registration of
trust receipts fully described in the Registration Statement (collectively, the
"Securities"). The Securities are issuable in series (each, a "Series") under a
separate Trust Agreement by and between the Company and a trustee named therein
establishing an individual trust for each Series (each, a "Trust"). The
Securities are to be sold as set forth in the Registration Statement, and any
amendments thereto, and any prospectus supplement relating to each Series.
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation and By-laws of the Company and such other
certificates (including certificates of officers of the Company), records,
instruments and documents, and have made such other and further investigations,
as we have deemed necessary or appropriate to enable us to express the opinion
set forth below. In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that when the issuance of
each Series of Securities has been duly authorized by appropriate corporate
action and the Securities of such Series have been duly executed, authenticated
and delivered in accordance with the
American Corporate Receipts, Inc.
October 28, 1997
Page 2
related Trust Agreement and sold in the manner described in the Registration
Statement, any amendment thereto and the prospectus supplement relating to each
Series, the Securities of such Series will be legally issued and fully paid and
the holders of the Securities of such Series will be entitled to the benefits of
the related Trust Agreement, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent
conveyance, moratorium or other laws relating to or affecting the rights of
creditors generally and general principles of equity, and the possible
unavailability of specific performance or injunctive relief, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ McCarter & English
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McCarter & English