EXHIBIT 5
March 26, 2004
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 $7,500,000,000 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 I, 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.
333-110318 (the "Registration Statement"), and the Prospectus
constituting a part there of, dated December 3, 2003, relating to
the issuance from time to time of up to $7,500,000,000 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 March 26, 2004, 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
December 3, 2003, and the Prospectus Supplement dated March 26,
2004, 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