EXHIBIT 5C
[AT&T CAPITAL LETTERHEAD]
August 12, 1999
The Chase Manhattan Bank
as Indenture Trustee on behalf of the holders
of the Debt Securities (as defined below)
450 West 33rd Street
New York, NY 10001
Re: U.S. $300,000,000 7.125% Exchange Notes, Series A, Due December 17, 2003
Ladies and Gentlemen:
I am Assistant General Counsel-Treasury to AT&T Capital Corporation, a
corporation organized under the laws of the State of Delaware ("AT&T CAPITAL").
This opinion is being delivered in my capacity as an officer of AT&T Capital and
not in my personal capacity.
I refer to the Registration Statement on Form F-4 (the "REGISTRATION
STATEMENT") being filed by Newcourt Credit Group Inc.("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 "DEBT SECURITIES") guaranteed (the "GUARANTEES") 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 Debt
Securities 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 Debt Securities 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.
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 Debt Securities and 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.
August 12, 1999
Page 2
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 or AT&T Capital, 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. 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.
Based on the foregoing, I am of the opinion that when (i) the Registration
Statement, as finally amended, shall have become effective under the Securities
Act and the Indenture shall have been qualified under the Trust Indenture Act of
1939, as amended and (ii) the Debt Securities shall have been duly executed and
authenticated as provided in the Indenture and shall have been duly delivered to
the holders of the Old Notes in accordance with the terms and conditions of the
Exchange Offer, the Guarantees will constitute legally valid and binding
obligations of AT&T Capital enforceable in accordance with the terms of the
Guarantee (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 do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the offer and exchange of the Debt
Securities.
This opinion is limited to the laws of the United States of America and
Delaware corporate law, and I express no opinion with respect to the laws of any
state or other jurisdiction. I hereby inform you that I am admitted to practice
law only in the State of New Jersey.
My 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 my opinions herein, regardless of whether changes in such
facts or laws come to my attention after the delivery hereof.
August 12, 1999
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I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me or this opinion 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/ Eric S. Mandelbaum
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Eric S. Mandelbaum
Assistant General Counsel-Treasury
to AT&T Capital Corporation