[Shearman & Sterling LLP Letterhead]
January 23, 2006
CIT Group Inc.
1 CIT Drive
Livingston, New Jersey 07039
CIT Group Inc.
$750,000,000 5.400% Senior Notes due January 30, 2016
$1,000,000,000 Floating Rate Senior Notes due January 30, 2009
Ladies and Gentlemen:
We have acted as counsel to CIT Group Inc., a Delaware corporation (the
"Company"), in connection with the purchase and sale of $750,000,000 aggregate
principal amount of the Company's 5.400% Senior Notes due January 30, 2016 (the
"Fixed Rate Notes") and $1,000,000,000 aggregate principal amount of the
Company's Floating Rate Senior Notes due January 30, 2009 (the "Floating Rate
Notes" and, together with the Fixed Rate Notes, the "Notes") pursuant to the
Terms Agreement, dated as of January 23, 2006 (the "Terms Agreement"), among the
Company and each of the underwriters named on the signature pages thereto, and
subject to the terms and conditions of a Global Selling Agency Agreement, dated
January 20, 2006, among the Company and the Agents named on the signature pages
thereto (the "Agency Agreement"). The Notes are being issued pursuant to the
Indenture, dated as of January 20, 2006 (the "Indenture"), between the Company
and JPMorgan Chase Bank, N.A., as Trustee.
In that connection, we have reviewed originals or copies of the
following documents:
(a) The Terms Agreement.
(b) The Agency Agreement.
(c) The Indenture.
(d) The Notes.
(e) The certificate of incorporation and by-laws of the Company, as
amended through July 28, 2005 and July 22, 2003, respectively.
(f) The registration statement on Form S-3 (File No. 333-131159)
filed by the Company under the Securities Act of 1933, as amended
(the "Securities Act"), with the Securities and Exchange
Commission (the "Commission") on January 20, 2006 (such
registration statement, including the documents incorporated by
reference therein, being hereinafter collectively referred to as
the "Registration Statement").
(g) The prospectus dated January 19, 2006, with respect to the
offering from time to time of $18,000,000,000 aggregate offering
price of the Company's securities (the "Base Prospectus"), as
supplemented by the prospectus supplement relating to the
Company's Medium-Term Note Program, Series A, dated January 20,
2006 (the "Prospectus Supplement"), and the pricing supplement
relating to the Notes, dated January 23, 2006 (the "Pricing
Supplement") (the Base Prospectus, as supplemented by the
Prospectus Supplement and the Pricing Supplement, in the forms
filed with the Commission pursuant to Rule 424(b) of the rules
and regulations of the Commission under the Securities Act,
including the documents incorporated by reference therein, being
hereinafter collectively referred to as the "Prospectus").
(h) Originals or copies of such other corporate records of the
Company, certificates of public officials and of officers of the
Company and agreements and other documents as we have deemed
necessary as a basis for the opinions expressed below.
In our review, we have assumed the genuineness of all signatures, the
authenticity of the originals of the documents submitted to us and the
conformity to authentic originals of any documents submitted to us as copies. We
have further assumed, as to matters of fact, the truthfulness of the
representations made in certificates of public officials and officers of the
Company; that the Indenture is the legal, valid and binding obligation of each
party thereto, other than the Company, enforceable against each such party in
accordance with its terms. We also have assumed that the execution, delivery and
performance by the Company of the Indenture will not (a) contravene the
certificate of incorporation or bylaws of the Company, (b) violate any law, rule
or regulation applicable to the Company or (c) result in any conflict with or
breach of any agreement or document binding on the Company.
Our opinions set forth below are limited to the law of the State of New
York and the General Corporation Law of the State of Delaware, and we do not
express any opinion herein concerning any other law.
Based upon the foregoing, and upon such other investigation as we have
deemed necessary and subject to the qualifications set forth below, we are of
the opinion that:
1. The Indenture has been duly authorized, executed and delivered
by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms.
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2. The Notes have been duly authorized by the Company, and when the
Notes have been duly executed by the Company and authenticated
by the Trustee in accordance with the Indenture and delivered
and paid for as provided in the Agency Agreement and the Terms
Agreement, the Notes will be the legal, valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the
Indenture.
The opinions set forth above are subject to (i) the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally (including without limitation all laws
relating to fraudulent transfers) and (ii) the effect of general principles of
equity, including without limitation concepts of materiality, reasonableness,
good faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law).
We understand that this opinion is to be used in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name in the
Prospectus under the caption "Legal Matters." In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Shearman & Sterling LLP
MJS/CL/TW
ARS
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