[LETTERHEAD OF SIDLEY & AUSTIN]



                                         March 1, 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

Dear 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 and the Warrants. All capitalized terms used and not otherwise
defined herein shall have the respective meanings set forth in the Registration
Statement.

               We have acted as special United States federal income tax counsel
to the Company and Newcourt in connection with the Registration Statement. In
that connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion. In our
examination, we have assumed the following: (a) the genuineness of all
signatures; (b) the legal capacity of natural persons; (c) the authenticity of
all documents submitted to us as originals; (d) the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such documents; and (e) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates that we have
reviewed. As to any facts material to the opinion expressed herein which were
not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Company and others.

               Based on current United States federal income tax laws and
regulations and on current authorization interpretations, we are of the opinion
that the statement contained in the section of the Prospectus Supplement titled
"Material Federal Income Tax Consequences", to the extent that they concern
matters of United States federal income tax law, are correct in all material
respects.










SIDLEY & AUSTIN                                                        NEW YORK

AT&T Capital Corporation
Newcourt Credit Group Inc.
March 1, 1999
Page 2

               We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and to the use of our name under the
heading "Material Federal Income Tax Consequences" in the Prospectus Supplement.
In giving such consent, we do not consider that we are "experts", within the
meaning of the term as used in the Securities Act or the rules and regulations
of the Securities and Exchange Commission issued thereunder, with respect to any
part of the Registration Statement, including this opinion as an exhibit or 
otherwise.

               We express no opinion as to the laws of any jurisdiction other
than the federal income tax laws of the United States of America, nor do we
express any opinion, either implicitly or otherwise, on any issue not expressly
addressed above.

                                                     Very truly yours,

                                                     Sidley & Austin