[LETTERHEAD OF BLAKE, CASSELS & GRAYDON]
October 15, 1999
The Chase Manhatten Bank
as Indenture Trustee on behalf of the holders
of the Debt Securities (as defined below)
450 West 33rd Street
New York, NY 10001
Dear Sirs:
RE: U.S. $1,000,000,000 6.875% EXCHANGE NOTES, SERIES B DUE
FEBRUARY 16, 2005
We are Canadian counsel for Newcourt Credit Group Inc. ("Newcourt"), a
corporation incorporated under the laws of the Province of Ontario.
Materials Reviewed
We have examined originals, or copies certified or otherwise identified to
our satisfaction, of Newcourt's Restated Articles of Incorporation dated
February 8, 1996 and the Articles of Amendment dated March 26, 1997 (the
"Articles"), by-laws No. 1 and No. 4 (the "By-Laws", together with the Articles,
collectively the "Constating Documents") and the resolutions of the Executive
Committee of the Board of Directors of Newcourt dated February 10, 1999 and the
resolutions of the Board of Directors of Newcourt dated February 8, 1999,
authorizing the issuance of the Debt Securities referred to herein.
We did not participate in the negotiation or preparation of, nor have we
reviewed, the indenture dated as of February 15, 1999 (the "Indenture") and the
Registration Statement referred to herein.
Definitions
In this opinion, terms defined in the Indenture and not otherwise defined
in this opinion have the same meaning as in the Indenture.
Assumptions and Fact Reliance
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such public and corporate records, certificates,
instruments and other documents and have considered such questions of law as we
have deemed relevant and necessary as a basis
for the opinions expressed below in this opinion. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as copies, whether facsimile,
photostatic, certified or otherwise.
We have assumed that each party to the Indenture (other than Newcourt) has
duly authorized, executed and delivered the Indenture and that, other than in
respect of Newcourt, the Indenture constitutes valid and binding obligations of
such parties enforceable against each of them in accordance with its terms.
We have, with your permission, relied upon a certificate of an officer of
Newcourt, a copy of which has been delivered to you and is attached to this
opinion, with respect to the accuracy of the factual matters contained therein,
which factual matters we believe to be true but which factual matters have not
been independently investigated or verified by us.
We have relied upon a certificate of status relative to Newcourt and have,
with your permission, assumed that such certificate of status continues to be
accurate as of the date of this opinion.
Delivery and Benefit
This opinion is being delivered to you in connection with the exchange
offer as described in the Registration Statement on Form F-4 expected to be
dated October 15, 1999 (the "Registration Statement") to be filed by Newcourt
and AT&T Capital Corporation with the United States Securities and Exchange
Commission relating to the registration of Newcourt's U.S. $1,000,000,000 6.875%
Exchange Notes, Series B Due February 16, 2005 (the "Debt Securities") to be
issued in replacement of, and evidencing the same indebtedness as, the U.S.
$1,000,000,000 6.875% Notes, Series B due February 16, 2005 issued by Newcourt
on February 15, 1999.
Opinions
Based and relying upon the foregoing, and subject to the qualifications
hereinafter expressed, we are of the opinion that:
1. Newcourt is a company which is validly existing under the laws of the
Province of Ontario.
2. Newcourt has all necessary corporate power and corporate capacity to
execute and deliver the Debt Securities and to perform its obligations
under the Debt Securities. The execution and delivery of the Debt
Securities and the performance by Newcourt of its obligations thereunder
have been duly authorized by all necessary corporate action on the part of
Newcourt.
3. The execution and delivery by Newcourt of the Debt Securities does not
contravene or result in a breach of or constitute a default under any of
the Constating Documents of Newcourt or
any law or regulation of either the Province of Ontario or the federal
laws of Canada binding on or applicable to Newcourt.
4. The performance by Newcourt of its obligations under the Debt Securities
does not and will not contravene or constitute a default under any of the
Constating Documents of Newcourt.
5. No further authorization, approval or other action by, and no further
notice to or filing with, any governmental authority or regulatory body in
the Province of Ontario is required for or in connection with the execution
and delivery by Newcourt of the Debt Securities and the performance by
Newcourt of its obligations under the Debt Securities.
Qualifications
The opinions expressed above are subject to the qualification that this
opinion is limited to the laws of the Province of Ontario and the federal laws
of Canada applicable in such Province in existence on the date hereof. The
opinions expressed above are not, and should not be construed as, opinions as to
the enforceability of the Debt Securities given that the Debt Securities and the
Indenture are governed by, and subject to, the laws of the State of New York.
Consent to Filing
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to us 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.
Yours truly,
/s/ Blake, Cassels & Graydon
Blake, Cassels & Graydon