[WILENTZ GOLDMAN & SPITZER LETTERHEAD]
August 12, 1999
The Chase Manhattan Bank
as Indenture Trustee on behalf of the holders
of the Exchange Notes (as defined below)
450 West 33rd Street
New York, New York 10001
RE: U.S.$300,000,000 7.125% EXCHANGE NOTES, SERIES A, DUE
DECEMBER 17, 2003
Ladies and Gentlemen:
We have acted as special counsel to Newcourt Credit Group Inc., an
Ontario corporation ("Newcourt"), and AT&T Capital Corporation, a Delaware
corporation ("AT&T Capital"), for purposes of rendering the opinions hereinbelow
set forth.
We refer to the Registration Statement on Form F-4 (the "Registration
Statement") being filed by Newcourt and AT&T Capital with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of Newcourt's U.S.$300,000,000
7.125% Exchange Notes, Series A, Due December 17, 2003 (the "Exchange Notes")
guaranteed as to payment of principal, premium, if any, and interest by AT&T
Capital pursuant to the Guarantee dated as of December 15, 1998 (the
"Guarantee") issued by AT&T Capital in favor of The Chase Manhattan Bank, as
trustee (the "Trustee"). The Exchange Notes are to be issued under the Indenture
dated as of December 15, 1998 (the "Indenture") between Newcourt and the
Trustee. Newcourt and AT&T Capital intend to offer, upon the terms and subject
to the conditions set forth in the Registration Statement, to exchange (the
"Exchange Offer") $1,000 principal amount of the Exchange Notes for each $1,000
principal amount of its 7.125% Notes, Series A, Due December 17, 2003 (the "Old
Notes"), of which $300,000,000 aggregate principal amount is outstanding.
[WILENTZ GOLDMAN & SPITZER LOGO] The Chase Manhattan Bank
August 12, 1999
Page 2
This opinion is being delivered to you pursuant to the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering this opinion, we have examined (i) an
executed copy of the Indenture, (ii) the form of the Exchange Notes and (iii)
the form of Guarantee (the documents described in clauses (i) through (iii)
above are collectively hereinafter referred to as the "Documents"), and we have
made such further investigation of fact and law as we deemed necessary and
appropriate.
In our examination, we have assumed the legal capacity of all natural
persons, 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. In rendering this opinion, we have assumed that all parties
executing the Documents 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, authentication, to the extent
required by the terms of the Documents, and due execution and delivery by such
parties of such Documents. We have assumed that Canadian Law (as hereinafter
defined) to the extent applicable to the execution, delivery, issuance, offering
and/or sale of the Exchange Notes, the Guarantee and/or the Indenture has been
compiled with. As to any facts material to the opinions expressed herein which
we did not independently establish or verify, we have relied upon the accuracy
and completeness of the representations of Newcourt and AT&T Capital contained
in the documents reviewed by us. Additionally, we have assumed that at the time
of the issuance of the Exchange Notes, the Registration Statement, as finally
amended, shall have been declared effective under the Securities Act of 1933, as
amended (the "Securities Act") and no stop order suspending the effectiveness of
the Registration Statement shall be in effect and no proceeding for that purpose
shall have 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. We have further assumed that at the time of the issuance of the
Exchange Notes, the Indenture shall have been qualified under the Trust
Indenture Act of 1939, as amended. 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 upon the foregoing, and subject to the assumptions,
qualifications, and limitations set forth herein, we are of the opinion that,
when the Exchange Notes have been duly executed, delivered and authenticated as
specified in the Indenture and delivered against payment therefor in accordance
with the terms and conditions of the Exchange Offer:
(i) the Exchange Notes will constitute valid and binding
obligations of Newcourt enforceable in accordance with their terms; and
[WILENTZ GOLDMAN & SPITZER LOGO] The Chase Manhattan Bank
August 12, 1999
Page 3
(ii) the Guarantee will constitute the valid and binding
obligation of AT&T Capital enforceable in accordance with its terms.
The foregoing opinions 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.
The opinions set forth in this letter are limited to the laws of the
State of New York. 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 the United States federal securities laws, including the
Securities Act, applicable to the issuance, offer and/or sale of any of the
Exchange Notes or the Guarantee and (iii) the application of the securities or
blue sky laws of the various states to the issuance, offer and/or sale of the
Exchange Notes or the Guarantee or compliance by any party therewith.
This opinion letter is rendered as of the date hereof and we undertake
no, and disclaim any, obligation to advise you of any changes in any matter set
forth herein, regardless of whether changes in such matters come to our
attention after the date hereof. We hereby consent to the filing of this opinion
as an Exhibit to the Registration Statement and to all references to this firm
or 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. Except as set forth in the
preceding sentence, this opinion may not be quoted, filed with any governmental
authority or other regulatory agency or otherwise circulated or relied upon by
other than the addressee hereof or for any other purpose without out prior
written consent.
Very truly yours,
/s/ WILENTZ, GOLDMAN & SPITZER, P.A.