EXHIBIT 5.1
June 11, 2003
Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Re: Enforceability Opinion
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special
counsel to Capital Auto Receivables, Inc. (the "Seller") and General Motors
Acceptance Corporation ("GMAC") in connection with the issuance of $230,000,000
aggregate principal amount of Class A-2a Asset Backed Notes (the "Class A-2a
Notes"), $342,000,000 aggregate principal amount of Class A-2b Asset Backed
Notes (the "Class A-2b Notes" and together with the Class A-2a Notes, the "Class
A-2 Notes"), $450,000,000 aggregate principal amount of Class A-3a Asset Backed
Notes (the "Class A-3a Notes"), $636,000,000 aggregate principal amount of Class
A-3b Asset Backed Notes (the "Class A-3b Notes" and together with the Class A-3a
Notes, the "Class A-3 Notes"), $250,000,000 aggregate principal amount of Class
A-4a Asset Backed Notes (the "Class A-4a Notes"), and $255,400,000 aggregate
principal amount of Class A-4b Asset Backed Notes (the "Class A-4b Notes" and
together with the Class A-4a Notes, the "Class A-4 Notes" and together with the
Class A-2 Notes and the Class A-3 Notes, the "Offered Notes") by Capital Auto
Receivables Asset Trust 2003-2 (the "Trust"), pursuant to an Indenture (the
"Indenture"), between the Trust and Bank One, National Association, as Indenture
Trustee (the "Indenture Trustee") and $89,350,000 initial certificate balance of
Asset Backed Certificates (the "Certificates") by the Trust, pursuant to a Trust
Agreement (the "Original Trust Agreement"), dated as of June 11, 2003, to be
amended and restated as of the Issuance Date (the "Trust Agreement"), between
the Seller and Deutsche Bank Trust Company Delaware, as Owner Trustee (the
"Owner Trustee").
The Trust intends to issue the Notes and the Certificates on or about
June 11, 2003 (the "Issuance Date").
We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the Offered
Notes and the Certificates, and in order to express the opinion hereinafter
stated, we have, among other things, examined and relied, to the extent we deem
proper, on the following documents:
Capital Auto Receivables, Inc.
June 11, 2003
Page 2
(i) the registration statement filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), on Amendment No. 1 to
Form S-3 (File No. 333-105077) on May 16, 2003, with respect to
asset-backed notes and certificates, including the Notes and the
Certificates, to be issued and sold in series from time to time, in the
form in which it became effective, including the exhibits thereto;
(ii) form of prospectus supplement relating to the Offered
Notes and the Certificates substantially in the form to be filed with
the Commission pursuant to Rules 424(b)(5) and 424(c) under the Act
(the "Prospectus Supplement") and the prospectus, to be dated June 3,
2003, relating thereto (the "Base Prospectus" and, together with the
Prospectus Supplement, the "Prospectus");
(iii) the Original Trust Agreement and a form of the Trust
Agreement;
(iv) a form of the Trust Sale and Servicing Agreement among
the Seller, GMAC, as Servicer, and the Trust (the "Trust Sale and
Servicing Agreement");
(v) a form of the Indenture;
(vi) a form of the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), between GMAC and the Seller; and
(vii) such other documents as we have deemed necessary for the
expression of the opinions contained herein (collectively, documents
(iii) - (vi) are referred to herein as the "Transaction Documents").
In our examination, we have assumed that the Transaction Documents will
be executed in the form submitted to us. We have also assumed, without
independent verification, that the facts and representations and warranties in
the documents upon which we relied are true and correct, and that the
transactions contemplated by such documents have been or will be consummated
strictly in accordance with their terms.
On the basis of the foregoing and on the basis of our examination of
the Seller's Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws and a review of a Certificate of the Secretary of State of the
State of Delaware as to the good standing of the Seller, it is our opinion that:
(a) The Seller is a corporation validly existing and in
good standing under the laws of the State of
Delaware.
(b) With respect to the Offered Notes and the
Certificates, when duly executed and authenticated by
the Indenture Trustee or the Owner Trustee,
Capital Auto Receivables, Inc.
June 11, 2003
Page 3
as the case may be, in accordance with the terms of
the Indenture or Trust Agreement, and issued and
delivered against payment thereof, the Notes and
Certificates will have been duly authorized by all
necessary action of the Trust and will have been
legally issued, with respect to the Certificates will
be nonassessable and will be enforceable in
accordance with their terms and entitled to the
benefits of the Transaction Documents, except as the
same may be limited by Title 11 of the United States
Code or other bankruptcy, insolvency, reorganization,
moratorium, or other laws relating to or affecting
the enforcement of creditors' rights or the relief of
debtors, as may be in effect from time to time, or by
general principles of equity.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of securities or
"Blue Sky" laws of the various states to the offer or sale of the Notes and
Certificates.
We wish to advise you that we are members of the bar of the State of
New York and the opinions expressed herein are limited to the laws of the State
of New York, the federal laws of the United States, the General Corporation Law
of the State of Delaware and the Delaware Business Trust Act.
Capital Auto Receivables, Inc.
June 11, 2003
Page 4
We hereby consent to the filing of this opinion with Form 8-K in
connection with the sale of the Notes and the Certificates. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
KIRKLAND & ELLIS