EXHIBIT 5
AMERICAN GENERAL FINANCE, INC.
601 N.W. Second Street
P.O. Box 59
Evansville, IN 47701-0059
812.424.8031
AMERICAN GENERAL FINANCIAL SERVICES
[Logo omitted]
July 26, 2006
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Ladies and Gentlemen:
This opinion is furnished in connection with the proposed issuance and sale by
American General Finance Corporation, an Indiana corporation (the "Company"), of
its debt securities (the "Debt Securities") pursuant to:
(a) The Company's Registration Statement on Form S-3 relating to the Debt
Securities (the "Registration Statement"); and
(b) The Indenture, dated as of May 1, 1999, between the Company and
Wilmington Trust Company (successor trustee to Citibank, N.A.), as Trustee,
pursuant to which the Debt Securities are to be issued (the "Indenture").
I am Deputy General Counsel 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 Indenture, the Restated Articles of Incorporation
and 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. When the issuance of a Debt Security has been duly authorized by all
necessary corporate action of the Company as contemplated by the
Indenture, subject to the terms of such Debt Security being otherwise in
compliance with then applicable law, and when such Debt Security has been
duly executed, authenticated, sold and delivered in the form approved
pursuant to and in accordance with the terms of the Indenture and as
described in the Registration Statement, which Registration Statement
shall have become effective, the supplement or supplements to the
Prospectus constituting a part thereof and, if applicable, such agreement
or agreements as may have been duly authorized and executed in connection
with the sale of such Debt Security, such Debt Security will be a valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except that (a) enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws of general applicability relating to or affecting
enforcement of creditors' rights or by general equity principles and (b)
the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought. To the extent that the obligations of the Company under such Debt
Security may be dependent upon such matters, I assume for purposes of this
opinion that Wilmington Trust Company is a banking corporation at all
times duly incorporated, validly existing and in good standing under the
laws of the state of Delaware 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 Debt Security, will constitute the
valid and legally binding obligation of Wilmington Trust Company,
enforceable against Wilmington Trust Company 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 included in the Registration Statement. 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 Securities Act of 1933, as amended, or the rules or
regulations of the Securities and Exchange 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/ Jack R. Erkilla
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Jack R. Erkilla
Deputy General Counsel