[LETTERHEAD OF RICHARDS, LAYTON & FINGER]
October 18, 1996
Capita Preferred Funding L.P.
Capita Preferred Trust
c/o AT&T Capital Corporation
44 Whippany Road
Morristown, NJ 07962
Re: Capita Preferred Funding L.P.
and Capita Preferred Trust
_____________________________
Ladies and Gentlemen:
We have acted as special Delaware counsel for AT&T Capital
Corporation, a Delaware corporation (the "Company"), Capita Preferred Funding
L.P., a Delaware limited partnership (the "Partnership"), and Capita Preferred
Trust, a Delaware business trust (the "Trust"), in connection with the matters
set forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Limited Partnership of the Partnership,
dated as of August 29, 1996, as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on August 29, 1996;
(b) The Amended and Restated Certificate of Limited Partnership
of the Partnership, dated as of October 2, 1996, as filed in the office of the
Secretary of State on October 3, 1996 (the "Partnership Certificate");
(c) The Agreement of Limited Partnership of the Partnership,
dated as of August 29, 1996, as amended as of October 2, 1996;
Capita Preferred Funding L.P.
Capita Preferred Trust
October 18, 1996
Page 2
(d) A form of Amended and Restated Agreement of Limited
Partnership of the Partnership (including Annex A thereto) (the "Partnership
Agreement"), to be entered into among the Company, as general partner, Jeffery
F. Nash, as initial limited partner, and such other Persons who become limited
partners of the Partnership, attached as an exhibit to the Registration
Statement (as defined below);
(e) The Certificate of Trust of the Trust, dated August 28, 1996
(the "Trust Certificate"), as filed in the office of the Secretary of State on
August 29, 1996;
(f) The Declaration of Trust of the Trust, dated as of August 28,
1996, among Antigua Acquisition Corporation ("Antigua"), as sponsor, and the
trustees of the Trust named therein;
(g) A form of Amended and Restated Declaration of Trust of the
Trust (including Annex I and Exhibits A-1 and A-2 thereto) (the "Declaration of
Trust"), to be entered into among the Company, the successor by merger to
Antigua, as sponsor, the trustees of the Trust named therein, and the holders,
from time to time, of undivided beneficial interests in the assets of the Trust,
attached as an exhibit to the Registration Statement;
(h) Amendment No. 3 to the Registration Statement (the
"Registration Statement") on Form S-3, including a related preliminary
prospectus (the "Prospectus"), relating to the ___% Trust Originated Preferred
Securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust (each, a "Trust Preferred Security" and collectively,
the "Trust Preferred Securities"), and the Partnership Preferred Securities of
the Partnership representing limited partner interests in the Partnership (each,
a "Partnership Preferred Security" and collectively, the "Partnership Preferred
Securities"), as proposed to be filed by the Company, the Partnership and the
Trust with the Securities and Exchange Commission on or about October 18, 1996;
(i) A Certificate of Good Standing for the Partnership, dated
October 18, 1996, obtained from the Secretary of State; and
(j) A Certificate of Good Standing for the Trust, dated October
18, 1996, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Partnership Agreement.
Capita Preferred Funding L.P.
Capita Preferred Trust
October 18, 1996
Page 3
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (j) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (j) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own, but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Partnership Agreement constitutes the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
admission of partners to, and the creation, operation and termination of, the
Partnership, and that the Partnership Agreement and the Partnership Certificate
are in full force and effect and have not been amended, (ii) that the
Declaration of Trust constitutes the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the Trust, and that the Declaration of
Trust and the Trust Certificate are in full force and effect and have not been
amended, (iii) except to the extent provided in paragraphs 1 and 5 below, the
due creation or the due organization or due formation, as the case may be, and
valid existence in good standing of each party to the documents examined by us
under the laws of the jurisdiction governing its creation or organization or
formation, (iv) the legal capacity of natural persons who are signatories to the
documents examined by us, (v) that each of the parties to the documents examined
by us has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (vi) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vii) the
receipt by each Person to whom a Partnership Preferred Security is to be issued
by the Partnership (collectively, the "Partnership Preferred Security Holders")
of an L.P. Certificate and the payment for the Partnership Preferred Security
acquired by it, in accordance with the Partnership Agreement and the
Registration Statement, (viii) the receipt by each Person to whom a Trust
Preferred Security is to be issued by the Trust (collectively, the "Trust
Preferred Security Holders") of a Trust Preferred Security Certificate (as
defined in the Trust Agreement) and the payment for the Trust Preferred Security
acquired by it, in accordance
Capita Preferred Funding L.P.
Capita Preferred Trust
October 18, 1996
Page 4
with the Declaration of Trust and the Registration Statement, (ix) that the
books and records of the Partnership set forth all information required by the
Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act
(6 Del. C. 'ss' 17-101, et seq.) (the "Partnership Act"), including all
information with respect to all Persons to be admitted as Partners and their
contributions to the Partnership, (x) that the Partnership Preferred Securities
are issued and sold to the Partnership Preferred Security Holders in accordance
with the Registration Statement and the Partnership Agreement, and (xi) that the
Trust Preferred Securities are issued and sold to the Trust Preferred Security
Holders in accordance with the Registration Statement and the Declaration of
Trust. We have not participated in the preparation of the Registration Statement
and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Partnership has been duly formed and is validly existing
in good standing as a limited partnership under the Partnership Act.
2. The Partnership Preferred Securities will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable limited partner interests in the Partnership.
3. Assuming that the Partnership Preferred Security Holders, as
limited partners of the Partnership, do not participate in the control of the
business of the Partnership, the Partnership Preferred Security Holders, as
limited partners of the Partnership, will have no liability in excess of their
obligations to make payments provided for in the Partnership Agreement and their
share of the Partnership's assets and undistributed profits (subject to the
obligation of a Partnership Preferred Security Holder to repay any funds
wrongfully distributed to it).
4. There are no provisions in the Partnership Agreement the
inclusion of which, subject to the terms and conditions therein, or, assuming
that the Partnership Preferred
Capita Preferred Funding L.P.
Capita Preferred Trust
October 18, 1996
Page 5
Security Holders, as limited partners of the Partnership, take no action other
than actions permitted by the Partnership Agreement, the exercise of which, in
accordance with the terms and conditions therein, would cause the Partnership
Preferred Security Holders, as limited partners of the Partnership, to be deemed
to be participating in the control of the business of the Partnership.
5. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act (12 Del.
C. 'ss' 3801, et seq.).
6. The Trust Preferred Securities will represent valid and,
subject to the qualifications set forth in paragraph 7 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
7. The Trust Preferred Security Holders, as beneficial owners of
the Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Trust
Preferred Security Holders may be obligated to make payments as set forth in the
Declaration of Trust.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We also consent
to Simpson Thacher & Bartlett's relying as to matters of Delaware law upon this
opinion in connection with an opinion to be rendered by it in connection with
the Registration Statement. In addition, we hereby consent to the use of our
name under the heading "Legal Matters" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities
Capita Preferred Funding L.P.
Capita Preferred Trust
October 18, 1996
Page 6
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.
Very truly yours,