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:
I have acted as counsel for Newcourt Credit Group Inc., an Ontario
corporation ("Newcourt"), in connection with the joint Registration Statement on
Form F-3 (the "Registration Statement") filed by AT&T Capital Corporation, a
Delaware corporation (the "Company"), and 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 Guaranty") and the Warrants ("Warrant
Guarantees" and collectively with the Debt Securities Guaranty, 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.
I am familiar with the proceedings to date with respect to the proposed
issuance and delivery of the Guarantees and have examined such records,
documents and questions of law, and satisfied myself as to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of documents executed by parties other than Newcourt, I have assumed that such
parties had 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 execution and delivery by such parties
of such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which I did not independently
establish or verify,
AT&T Capital Corporation
Newcourt Credit Group Inc.
March 2, 1999
Page 2
I have relied upon oral and written statements and representations of officers
and other representatives of Newcourt and others. In addition, I have also
relied upon the accuracy and completeness of all certificates and other
statements, representations, documents, records, financial statements and papers
reviewed by me, and the accuracy and completeness of all representations,
warranties, schedules and exhibits contained in such documents, with respect to
the factual matters set forth therein. Additionally, I 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.
Based on the foregoing, and assuming that the terms of the Guarantees are
otherwise in compliance with applicable law at the time of issuance of such
securities, I am of the opinion that:
1. The Debt Securities Guaranty, in the form filed as an exhibit to
the Registration Statement, when duly executed by Newcourt will constitute
the legally valid and binding obligation of Newcourt enforceable in
accordance with its terms; and
2. The Warrant Guarantees, in the forms filed as an exhibit to the
Registration Statement, when duly executed by Newcourt will constitute the
legally valid and binding obligation of Newcourt enforceable in accordance
with their terms.
The opinions expressed herein are qualified to the extent that the
enforceability of the Debt Securities Guaranty and the Warrant Guarantees and
the obligations of Newcourt thereunder and the availability of certain rights
and remedial provisions provided for in such agreements are subject to the
effect 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. I express no opinion herein as to the binding effect of the
Debt Securites Guaranty or the Warrant Guarantee on any person not a party
to such Guarantee.
This opinion is limited to matters of law in the Province of Ontario and
the laws of Canada. I express no opinion with respect to the laws of any other
country, state or jurisdiction.
The opinions set forth in this letter are based on the facts in existence
and the laws in effect on the date hereof and I expressly disclaim any
obligation to update the opinions herein, regardless of whether changes in such
facts or laws come to my attention after the delivery hereof.
AT&T Capital Corporation
Newcourt Credit Group Inc.
March 2, 1999
Page 3
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement. In giving such consent, I do not concede that I am
an expert 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,
/s/ John P. Stevenson