EXHIBIT 5.1
August 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 $150,000,000
aggregate principal amount of Class A-1a 1.77% Asset Backed Notes (the "Class
A-1a Notes"), $980,000,000 aggregate principal amount of Class A-1b Floating
Rate Asset Backed Notes (the "Class A-1b Notes" and, together with the Class
A-1a Notes, the "Class A-1 Notes"), $125,000,000 aggregate principal amount of
Class A-2a 2.35% Asset Backed Notes (the "Class A-2a Notes"), $525,000,000
aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), $350,000,000 aggregate principal amount of Class A-3a 2.96% Asset
Backed Notes (the "Class A-3a Notes"), $470,000,000 aggregate principal amount
of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and,
together with the Class A-3a Notes, the "Class A-3 Notes"), $150,500,000
aggregate principal amount of Class A-4a 3.40% Asset Backed Notes, (the "Class
A-4a Notes"), $105,000,000 aggregate principal amount of Class A-4b Floating
Rate Asset Backed Notes (the "Class A-4b Notes" and, together with the Class
A-4a Notes the "Class A-4 Notes"; the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, and the Class A-4 Notes referred to collectively herein as the
"Notes") by Capital Auto Receivables Asset Trust 2003-3 (the "Trust"), pursuant
to an Indenture (the "Indenture"), between the Trust and Bank One, National
Association, as Indenture Trustee (the "Indenture Trustee") and $88,331,568.24
initial certificate balance of Asset Backed Certificates (the "Certificates") by
the Trust, pursuant to a Trust Agreement (the "Original Trust Agreement"), dated
as of July 29, 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
August 14, 2003 (the "Issuance Date").
Capital Auto Receivables, Inc.
August 11, 2003
Page 2
We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the 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:
(i) a copy of 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) a copy of a form of prospectus supplement relating to the
Notes 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 August 5, 2003, relating
thereto (the "Base Prospectus" and, together with the Prospectus
Supplement, the "Prospectus");
(iii) a form of offering memorandum relating to the
Certificates intended to be exempt from the registration requirements
of the Act;
(iv) the Original Trust Agreement and a form of the Trust
Agreement;
(v) a form of the Trust Sale and Servicing Agreement among the
Seller, GMAC, as Servicer, and the Trust (the "Trust Sale and Servicing
Agreement");
(vi) a form of the Indenture;
(vii) a form of the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), between GMAC and the Seller; and
(viii) such other documents as we have deemed necessary for
the expression of the opinions contained herein (collectively, the
documents described in clauses (iii) through (vii) 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
Capital Auto Receivables, Inc.
August 11, 2003
Page 3
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 Notes and the Certificates, when
duly executed and authenticated by the Indenture
Trustee or the Owner Trustee, 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.
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 LLP