November 17, 2004
EXHIBIT 5.1
Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Re: Capital Auto Receivables, Inc.
Registration Statement on Form S-3 (No. 333-120252)
Central Originating Lease Trust
Registration Statement on Form S-1 (No. 333-120252-01)
We have acted as special counsel to Capital Auto Receivables, Inc.,
a Delaware corporation (the "Company"), in connection with the above-referenced
Registration Statement (together with the exhibits and any amendments hereto and
the prospectus supplements described therein, the "Registration Statement"),
filed by the Company with the Securities and Exchange Commission in connection
with the registration by the Company of Asset Backed Securities (the
"Securities").
Three different base prospectuses and prospectus supplements are
contained in the Registration Statements. One prospectus and related prospectus
supplement, referred to in the Registration Statement as "Version 1" (the "CARAT
Prospectus") pertains to offerings by the Company of Securities issued by CARAT
Trusts (as defined below). The second prospectus and related prospectus
supplement, referred to in the Registration Statement as "Version 2" (the
"Grantor Trust Prospectus") pertains to offerings by the Company of Securities
issued by Grantor Trusts (as defined below). The third prospectus and related
prospectus supplement, referred to in the Registration Statement as "Version 3"
(the "Secured Note Prospectus") pertains to offerings by the Company of
Securities secured by secured notes issued by Central Originating Lease Trust.
This opinion relates only to the CARAT Prospectus and the Grantor Trust
Prospectus and their exhibits contained in the Registration Statements.
As described in the CARAT Prospectus, the Securities issued pursuant
to the CARAT Prospectus and related prospectus supplements (each, a "CARAT
Prospectus Supplement") will be Asset Backed Notes ("CARAT Notes") and Asset
Backed Certificates ("CARAT Certificates") that will be issued in series. Each
series of CARAT Notes and CARAT Certificates will be issued by a Delaware
statutory trust (each, a "CARAT Trust") to be formed by the Company pursuant to
a Trust Agreement (each, a "CARAT Trust Agreement") between the Company and an
Owner Trustee to be specified in the related CARAT Prospectus Supplement. Each
series issued by a CARAT Trust may include one or more classes of CARAT Notes
and one or more classes of CARAT Certificates. The CARAT Notes of any CARAT
Trust will be issued pursuant to an Indenture (each, a "CARAT Indenture") by and
between such CARAT Trust and an Indenture Trustee to be specified in the related
CARAT Prospectus Supplement and a Trust Sale and Servicing Agreement by and
among such CARAT Trust, the
Capital Auto Receivables, Inc.
November 17, 2004
Page 2
Company and General Motors Acceptance Corporation, as servicer (each, a "CARAT
Trust Sale and Servicing Agreement"). The CARAT Certificates of any CARAT Trust
will be issued pursuant to a CARAT Trust Agreement.
As described in the Grantor Trust Prospectus, the Securities issued
pursuant to the Grantor Trust Prospectus and related prospectus supplements will
be Asset Backed Certificates, Class A (the "Grantor Trust Certificates") to be
issued in series, each series to be issued by a grantor trust to be formed by
the Company (each, a "Grantor Trust"). Each series will be issued pursuant to a
Pooling and Servicing Agreement among the Company, as Seller, General Motors
Acceptance Corporation, as Servicer, and a Trustee to be specified in the
related Grantor Trust Prospectus Supplement (the "Trustee") (each, a "Grantor
Trust Pooling and Servicing Agreement").
We are generally familiar with the proceedings required to be taken
in connection with the proposed authorization, issuance and sale of the CARAT
Notes, CARAT Certificates and Grantor Trust Certificates, and in order to
express the opinion hereinafter stated, we have examined copies of the
Registration Statement and, in each case as filed as an exhibit to or
incorporated by reference in the Registration Statement, (i) the form of CARAT
Indenture, (ii) the form of CARAT Trust Agreement (including the form of
Certificate of Trust to be filed pursuant to the Delaware Statutory Trust Act
included as an exhibit thereto (a "CARAT Trust Certificate")), (iii) the form of
CARAT Trust Sale and Servicing Agreement, (iv) the form of CARAT Pooling and
Servicing Agreement between General Motors Acceptance Corporation and the
Company and (v) the form of Administration Agreement among the related CARAT
Trust, the related Indenture Trustee and General Motors Acceptance Corporation,
as administrator (collectively, the "CARAT Operative Documents"). We also have
examined (i) the form of Grantor Trust Pooling and Servicing Agreement, (ii) the
form of the Grantor Trust Certificate and (iii) the form of Purchase Agreement
between General Motors Acceptance Corporation and the Company, in each case as
filed as an exhibit to the Registration Statement (collectively, the "Grantor
Trust Operative Documents"). We have examined such other documents and such
matters of law, and we have satisfied ourselves as to such matters of fact, as
we have considered relevant for purposes of this opinion.
On the basis of the foregoing and on the basis of our of the
Company's Amended and Restated Certificate of Incorporation and Restated By-laws
and a review of a Certificate of the Secretary the State of Delaware as to the
good standing of the Company, it is that:
(a) The Company is a corporation validly existing and in good
standing under the laws of the State of Delaware;
(b) With respect to the CARAT Notes and CARAT Certificates of
any series issued by any CARAT Trust, when, as and if (i) the Registration
Statement becomes effective pursuant to the provisions of the Securities
Act of 1933, as amended, (ii) the principal amount or certificate balance,
price, interest rate and other principal
Capital Auto Receivables, Inc.
November 17, 2004
Page 3
terms of such CARAT Notes and CARAT Certificates and the forms of such
CARAT Notes and CARAT Certificates have been duly established and approved
by the Company's Board of Directors, (iii) the CARAT Operative Documents
relating thereto have each been duly completed, executed and delivered by
the parties thereto substantially in the form we have examined, duly
reflecting the terms established as described above, (iv) the CARAT Trust
Certificate for the related CARAT Trust has been duly executed by the
Owner Trustee and timely filed with the Secretary of State of the State of
Delaware, (v) the related CARAT Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, and (vi) such CARAT Notes and
CARAT Certificates have been duly executed and issued by such CARAT Trust
and authenticated by the Indenture Trustee or the Owner Trustee, as
appropriate, and sold by the Company, all in accordance with the terms and
conditions of the related CARAT Operative Documents and in the manner
described in the Registration Statement, such CARAT Notes and CARAT
Certificates will have been duly authorized by all necessary action of
such CARAT Trust and will have been legally issued, with respect to the
CARAT Certificates will be nonassessable and will be enforceable in
accordance with their terms and entitled to the benefits of the related
CARAT Operative 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; and
(c) With respect to the Grantor Trust Certificates of any
series, when, as and if (i) the Registration Statement becomes effective
pursuant to the provisions of the Securities Act of 1933, as amended, (ii)
the principal balance, price, interest rate and other principal terms of
such Grantor Trust Certificates have been duly approved by the Board of
Directors of the Company, (iii) the Grantor Trust Operative Documents
relating thereto have been duly completed, executed and delivered by the
parties thereto substantially in the form we have examined, duly
reflecting the terms established as described above, and (iv) such Grantor
Trust Certificates have been duly executed by the Company, authenticated
by the Trustee and sold by the Company, all in accordance with the terms
and conditions of the related Grantor Trust Pooling and Servicing
Agreement and in the manner described in the Registration Statement, such
Grantor Trust Certificates will have been duly authorized by all necessary
corporate action of the Company and will have been legally issued, will be
nonassessable and will be enforceable in accordance with their terms and
entitled to the benefits of the related Grantor Trust Pooling and
Servicing Agreement, 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.
Capital Auto Receivables, Inc.
November 17, 2004
Page 4
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 CARAT Notes,
CARAT Certificates and Grantor Trust 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 Statutory Trust Act.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement, the filing of our opinion of even date herewith with
respect to material tax matters as Exhibit 8.1 to the Registration Statement, to
the reference to our firm in the CARAT Prospectus included in the Registration
Statement under the captions "Federal Income Tax Consequences" and "Legal
Opinions" and to the reference to our firm in the Grantor Trust Prospectus
included in the Registration Statement under the captions "Federal Income Tax
Consequences" and "Legal Opinions." 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