EXHIBIT 5
November 18, 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 its 4.411% Senior Notes due November 30, 2007 (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 15, 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 15, 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 issuance of the Notes has been duly authorized by all
necessary action of the Company and, when the Notes
have been duly 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
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Timothy M. Hayes
Senior Vice President, General
Counsel and Secretary