EXHIBIT 5



                                    November 14, 2002


American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708

Ladies and Gentlemen:

      This opinion is furnished in connection with the issuance and sale by
American General Finance Corporation, an Indiana corporation (the "Company"), of
up to $5,750,000,000 aggregate principal amount (or the equivalent amount in one
or more foreign currencies, including the Euro, or any composite currency) of
the Company's Medium-Term Notes, Series H, due nine months or more from date of
issue (the "Notes") pursuant to:

      (a)The Company's Registration Statement on Form S-3, Registration No.
         333-100345 (the "Registration Statement"), and the Prospectus
         constituting a part there of, dated October 18, 2002, relating to the
         issuance from time to time of up to $5,750,000,000 aggregate principal
         amount of debt securities of the Company pursuant to Rule 415
         promulgated under the Securities Act of 1933 (the "1933 Act");

      (b)The Prospectus Supplement, dated November 14, 2002, to the
         above-mentioned Prospectus relating to the Notes and filed with the
         Securities and Exchange Commission (the "Commission") pursuant to Rule
         424 promulgated under the 1933 Act (the Prospectus dated October 18,
         2002, and the Prospectus Supplement dated November 14, 2002, including
         the documents incorporated by reference therein pursuant to Item 12 of
         Form S-3 under the 1933 Act, being hereinafter collectively referred to
         as the "Prospectus"); and

      (c)The Indenture, dated as of May 1, 1999, between the Company and
         Citibank, N.A. ("Citibank"), as trustee (the "Indenture").

      I am Senior Vice President, General Counsel and Secretary of the Company,
and am familiar with and have examined, either personally or through attorneys
under my supervision, direction and control, originals or copies, certified to
my satisfaction, of the Registration Statement, the Prospectus, the Indenture,
the Restated Articles of Incorporation and Amended and Restated Bylaws of the
Company and such other corporate records, certificates of corporate officials as
to certain matters of fact, and instruments and documents as I have deemed
necessary or advisable as a basis for the opinions set forth herein.

      In such examination, I have assumed the genuineness of all signatures
(other than the signatures of persons signing on behalf of the Company), the
authenticity and completeness of


all documents, certificates, instruments and records submitted as originals and
the conformity to the original instruments of all documents submitted as copies,
and the authenticity and completeness of the originals of such copies. In
addition, in rendering this opinion, as to certain matters of fact, I have
relied solely upon certificates of officers of the Company and certificates or
telegrams of public officials, without any independent investigation of such
matters.

      Based upon the foregoing, I am of the opinion that:

1.    The Company is existing as a corporation under the laws of the State of
      Indiana.

2.    The Notes have been duly authorized by all necessary action by the Board
      of Directors, and by the Terms and Pricing Committee of the Board of
      Directors, of the Company and, when the variable terms of the Notes have
      been established by any two of the authorized officers to whom such
      authority has been delegated and the Notes have been executed and
      authenticated as specified in the Indenture and delivered against payment
      of the consideration therefor, the Notes will constitute valid and legally
      binding obligations of the Company, enforceable against the Company in
      accordance with their terms, subject to bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles. To the extent that the obligations of the Company under
      such Notes may be dependent upon such matters, I assume for purposes of
      this opinion that Citibank is a national banking association at all times
      duly incorporated, validly existing and in good standing under the laws of
      the jurisdiction of its incorporation with full power and authority to
      enter into and perform its obligations under the Indenture, and the
      Indenture, at the time of the issuance and sale of such Notes, will
      constitute the valid and legally binding obligation of Citibank,
      enforceable against Citibank in accordance with its terms.

      The laws covered by the opinions expressed herein are limited to the laws
of the State of Indiana and, with respect to the opinions expressed in paragraph
2 above, the laws of the State of New York.

      I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the heading "Legal Opinions" in the
Prospectus. In giving such consent, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the 1933 Act,
or the rules or regulations of the Commission thereunder.

      This opinion is for the sole benefit of the addressee and, without my
express prior written consent, may not be relied upon by any other person.

                                    Very truly yours,

                                    /s/ Timothy M. Hayes

                                    Timothy M. Hayes
                                    Senior Vice President, General
                                    Counsel and Secretary