EXHIBIT 5.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
October 18, 1996
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962
Capita Preferred Funding L.P.
c/o AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962
Capita Preferred Trust
c/o AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962
Ladies and Gentlemen:
We have acted as counsel to 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 preparation and filing by the
Company, the Partnership and the Trust with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3
(Registration No. 333-11243) (the "Registration Statement") under the Securities
Act of 1933, as amended, with respect to (i) the Trust Preferred Securities
Guarantee (the "Trust Guarantee") to be issued by the Company to
AT&T Capital Corporation -2- October 18, 1996
Capita Preferred Funding L.P.
Capita Preferred Trust
The First National Bank of Chicago, N.A. (the "Bank"), as trustee for the
benefit of the holders of the Trust's Trust Originated Preferred Securities (the
"Trust Preferred Securities"), (ii) the Partnership Guarantee (the "Partnership
Guarantee") to be issued by the Company for the benefit of the holders of the
Partnership's Partnership Preferred Securities (the "Partnership Preferred
Securities"), (iii) the guarantees (the "Investment Guarantees") to be issued by
the Company for the benefit of the holders of debentures (the "Subsidiary
Debentures") of two of the Company's wholly owned domestic subsidiaries and (iv)
a debenture (the "Company Debenture") of the Company to be issued to the
Partnership under an indenture (the "Company Indenture") between the Company and
the Bank, as trustee (in such capacity, the "Company Debenture Trustee"), each
in the form filed as exhibits to the Registration Statement. The Trust
Guarantee, the Partnership Guarantee and the Investment Guarantees are referred
to herein collectively as the "Guarantees."
We have reviewed the corporate action of the Company in connection
with the giving of the Guarantees and the issuance and sale of the Company
Debenture by the Company and have examined, and have relied as to matters of
fact upon, originals or copies certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other and
further investigations as we have deemed relevant and necessary as a basis for
the opinions hereinafter set forth.
AT&T Capital Corporation -3- October 18, 1996
Capita Preferred Funding L.P.
Capita Preferred Trust
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 original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Trust Guarantee has been duly authorized by the Company and
when executed and delivered by the Company, and upon the issuance and
sale of the Trust Preferred Securities to the holders of the Trust
Preferred Securities in accordance with the Registration Statement, will
constitute a valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms.
2. The Partnership Guarantee has been duly authorized by the
Company and when executed and delivered by the Company, and upon the
issuance and sale of the Partnership Preferred Securities to the holders
of the Partnership Preferred Securities in accordance with the
Registration Statement, will constitute a valid and legally binding
obligation of the Company enforceable against the Company in accordance
with its terms.
3. The Investment Guarantees have been duly authorized by the
Company and when executed and delivered by the Company, and upon the
issuance and sale of the Subsidiary Debentures to the Partnership in
accordance with the Registration Statement, will constitute a valid and
legally binding obligation of the Company enforceable against the Company
in accordance with its terms.
4. The Company Debenture has been duly authorized by the Company
and when executed and issued by the Company and upon due execution and
delivery of the Indenture by the Company and the issuance and sale of the
Company Debenture to the Partnership in accordance with the Registration
Statement, assuming due authorization, execution and delivery of the
Indenture by the Company Debenture Trustee and due authentication of the
Company Debenture by the Company Debenture Trustee, will constitute a
valid and legally binding
AT&T Capital Corporation -4- October 18, 1996
Capita Preferred Funding L.P.
Capita Preferred Trust
obligation of the Company enforceable against the Company in accordance
with its terms.
Our opinions set forth in paragraphs 1, 2, 3 and 4 above are
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
We are members of the bar of the State of New York and do not
express any opinion herein as to matters governed by any law other than the laws
of the State of New York and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and as an exhibit to the Rule 462(b) Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Registration Statement.
This opinion is rendered to you in connection with the
above-described transactions. This opinion may not be relied upon by you for any
other purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent.
Very truly yours,
SIMPSON THACHER & BARTLETT