March 2, 1999
AT&T Capital Corporation
2 Gatehall Drive
Parsippany, New Jersey 07054
Newcourt Credit Group Inc.
BCE Place, 181 Bay Street, Suite 3500
Toronto, Ontario Canada M5J 2T3
Ladies and Gentlemen:
We hereby refer to the joint Registration Statement on Form F-3 (the
"Registration Statement") filed by AT&T Capital Corporation, a Delaware
corporation (the "Company"), and Newcourt Credit Group Inc., an Ontario
corporation ("Newcourt"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration by the Company of one or more series of debt securities (the "Debt
Securities") under the Indenture to be dated as of March 1, 1999 (the
"Indenture") among the Company, Newcourt and The Chase Manhattan Bank, as
trustee (the "Trustee"), and warrants to purchase Debt Securities, currency
warrants, index warrants and interest rate warrants (collectively, the
"Warrants") and the registration by Newcourt of guarantees of the Debt
Securities ("Debt Securities Guarantees") and the Warrants ("Warrant Guarantees"
and collectively, the "Guarantees").
This opinion is being delivered to you pursuant to the requirements of
Item 601(b) (5) of Regulation S-K under the Securities Act.
We have reviewed the forms of Indenture, Debt Securities Guarantee,
Warrant Guarantee, Debt Warrant Agreement, Index Warrant Agreement, Currency
Warrant Agreement and Interest Rate Warrant Agreement that have been filed as
Exhibits to the Registration Statement with respect to the proposed issuance and
delivery of the Debt Securities and Warrants and have examined such questions of
law, as we have considered relevant and necessary as a basis for this opinion.
In our examination, we have assumed the legal capacity of all natural
persons. In rendering this opinion, we have assumed that all the parties to
execute the documents reviewed by us as well as the Debt Securities have the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, and due execution and delivery by such parties of such documents and
Debt Securities and, except as specifically provided for herein, the validity
and binding effect thereof. As to any facts material to the opinions expressed
herein which we did not independently establish or verify, we have relied upon
the
AT&T Captital Corporation
Newcourt Credit Group Inc.
March 2, 1999
Page 2
accuracy and completeness of the representations of the Company and Newcourt
contained in the documents reviewed by us. Additionally, we have assumed that
the Registration Statement, as finally amended, has been declared effective
under the Securities Act and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has
been initiated or threatened by the Securities and Exchange Commission and any
prospectus or prospectus supplement required to be delivered to a purchaser
thereof pursuant to the Securities Act shall have been duly delivered.
Notwithstanding anything contained herein to the contrary, no assumption or
limitation hereinafter set forth in this opinion shall be construed to limit or
otherwise affect any assumptions or limitations hereinbefore set forth in this
opinion.
Based on the foregoing, and assuming that the terms of each series of
Debt Securities, Warrants and Guarantees are otherwise in compliance with
applicable law at the time of issuance of such securities, we are of the opinion
that:
1. When the Indenture, substantially in the form reviewed by us,
has been duly authorized, executed and delivered by the parties thereto
and shall have been qualified under the Trust Indenture Act of 1939, as
amended and, with respect to each series of Debt Securities, when (a)
the amount, price, interest rate and other principal terms of the Debt
Securities relating to such series of Debt Securities have been duly
approved by all requisite corporate action; (b) such Debt Securities
shall have been duly authorized, executed and authenticated as provided
in, and in compliance with the terms of, the Indenture and shall have
been duly paid for and delivered, such Debt Securities will constitute
legally valid and binding obligations of the Company enforceable in
accordance with, and subject to, their terms and entitled to the
benefits of the Indenture; and
2. With respect to each issue of Warrants, when (a) the
principal terms of the Warrants to be issued shall have been duly
approved by all requisite corporate action; (b) the applicable Debt
Warrant Agreement, Currency Warrant Agreement, Index Warrant Agreement
and/or Interest Rate Warrant Agreement, substantially in the forms
reviewed by us (collectively, the "Warrant Agreements") have been duly
authorized and executed by the parties thereto; and (c) the Warrants
shall have been duly authorized and executed by the Company and
countersigned as provided in the Warrant Agreements and shall have been
duly paid for and delivered pursuant to a prospectus and a prospectus
supplement relating to such sale, such Warrants will constitute legally
valid and binding obligations of the Company enforceable in accordance
with, and subject to, their terms and the terms of the Warrant
Agreements.
3. Assuming that the Debt Securities Guarantees have been
authorized by Newcourt in accordance with Canadian Law (as hereinafter
defined) and that Canadian Law to the extent applicable to the issuance,
offer and/or sale of the Debt Securities Guarantees has been duly
complied with, when (a) the principal terms of each of the Debt
Securities Guarantees to be
AT&T Captital Corporation
Newcourt Credit Group Inc.
March 2, 1999
Page 3
issued shall have been duly approved by all requisite corporate action;
(b) the applicable Debt Securities Guarantee, substantially in the form
reviewed by us ("Debt Securities Guarantee Agreement"), has been duly
authorized and executed by the parties thereto; and (c) such Debt
Securities Guarantee shall have been duly delivered, the Debt Securities
Guarantees will constitute legally valid and binding obligations of
Newcourt enforceable in accordance with, and subject to, their terms;
and
4. Assuming that the Warrant Guarantees have been authorized by
Newcourt in accordance with Canadian Law and that Canadian Law to the
extent applicable to the issuance, offer and/or sale of the Warrant
Guarantees has been duly complied with, when (a) the principal terms of
each of the Warrant Guarantees to be issued shall have been duly
approved by all requisite corporate action; (b) the applicable Warrant
Guarantee, substantially in the form reviewed by us ("Warrant Guarantee
Agreement"), has been duly authorized and executed by the parties
thereto; and (c) such Warrant Guarantee shall have been duly delivered,
the Warrant Guarantees will constitute legally valid and binding
obligations of Newcourt enforceable in accordance with, and subject to,
their terms.
The opinions expressed herein are qualified to the extent that (i) the
enforceability of the Debt Securities and the Warrants and the obligations of
the Company thereunder and the availability of certain rights and remedial
provisions provided for in the Indenture and the applicable Warrant Agreements
and (ii) the enforceability of the Debt Securities Guarantee Agreement and the
Warrant Guarantee Agreement and the obligations of Newcourt thereunder and the
availability of certain rights and remedial provisions provided for in such
agreements, are subject to the effects of bankruptcy, fraudulent conveyance or
transfer, insolvency, reorganization, arrangement, liquidation, conservatorship
and moratorium laws and subject to the limitations imposed by other laws and
judicial decisions relating to or affecting the rights of creditors generally,
to general principles of equity, regardless of whether enforcement is considered
in proceedings in equity or at law, and to an implied covenant of good faith and
fair dealing.
This opinion is limited to the laws of the United States of America and
the State of New York, and we express no opinion with respect to the laws of any
other state or jurisdiction. In addition, without limiting the foregoing
sentence, we express no opinion as to (i) the laws of Canada, its provinces or
any political subdivision thereof ("Canadian Law"), (ii) compliance by any party
with the provisions of United States federal securities laws, including the
Securities Act, applicable to the issuance, offer and/or sale of any of the Debt
Securities, Warrants and/or Guarantees and (iii) the application of the
securities or blue sky laws of the various states to the issuance, offer and/or
sale of the Debt Securities, Warrants or the Guarantees or compliance by any
party therewith.
AT&T Captital Corporation
Newcourt Credit Group Inc.
March 2, 1999
Page 4
The opinions set forth in this letter are based on the facts in
existence and the laws in effect on the date hereof, and we expressly disclaim
any obligation to update the opinions herein, regardless of whether changes in
such facts or laws come to our attention after the delivery hereof.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to this firm relating to this
opinion included in or made a part of the Registration Statement. In giving such
consent, we do not concede that we are experts within the meaning of the
Securities Act or the rules and regulations thereunder or that this consent is
required by Section 7 of the Securities Act.
Very truly yours,
Wilentz, Goldman & Spitzer