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Exhibit 5
August 14, 1996
Household Consumer Loan Corporation
1111 Town Center Drive
Las Vegas, Nevada 89134
Gentlemen:
I am the Vice President-Corporate Law of Household International, Inc., which
is indirectly the owner of all of the issued and outstanding common stock of
Household Consumer Loan Corporation, the originator of the Household Consumer
Loan Deposit Trust I (the "Deposit Trust"). I refer to the combined
Registration Statement, as amended, on Form S-1 (File No. 333-6047) and Form
S-3, (File Nos. 333-6047-01 and 333-6047-02) (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1933, as amended (the "Act"), pertaining to the Notes
(as herein defined) and the Series 1996-2 Participation (as herein defined).
Terms used herein that are not defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement (as defined below).
The Registration Statement relates to a financing program which involves the
sale by the Subservicers to Household Consumer Loan Corporation and the
transfer by Household Consumer Loan Corporation (the "Seller") to the Deposit
Trust of revolving consumer credit line receivables (the "Receivables")
originated or acquired by the Subservicers. The transfer to the Deposit Trust
of the Receivables will be made in exchange for participation interests
representing an undivided interest in the assets of the Deposit Trust,
including the Receivables. One of these participation interests (the "Series
1996-2 Participation") will, at the direction of the Seller, be conveyed by the
Deposit Trust to the Household Consumer Loan Trust 1996-2 (the "Issuer"), a
statutory business trust established under
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August 14, 1996
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the laws of the State of Delaware pursuant to a Trust Agreement to be dated as
of August 1, 1996 (the "Trust Agreement") between the Seller and The Chase
Manhattan Bank Delaware, as trustee (the "Owner Trustee"). The Trust Agreement
is filed as an Exhibit to the Registration Statement. The Series 1996-2
Participation will serve as collateral for the Notes to be issued pursuant to
an Indenture to be dated as of August 1, 1996 between the Issuer and The Bank
of New York, as trustee (the "Indenture Trustee"). The Indenture is also filed
as an Exhibit to the Registration Statement. The Notes will be debt of the
Issuer and will be offered pursuant to the Registration Statement. The Notes
shall be issued in four classes under the Indenture and shall be the Class A-1,
Class A-2 and Class A-3 Consumer Loan Asset-Backed Notes, Series 1996-2 (the
"Class A Notes") and the Class B Consumer Loan Asset-Backed Notes, Series
1996-2 (the "Class B Notes"). The Deposit Trust was created pursuant to the
Pooling and Servicing Agreement dated as of September 1, 1995, (as it may be
amended from time to time, the "Pooling and Servicing Agreement") among the
Seller, Household Finance Corporation ("HFC"), as Servicer, and The Chase
Manhattan Bank, N.A. The Texas Commerce Bank National Association has
succeeded The Chase Manhattan Bank, N.A., as Deposit Trustee under the Pooling
and Servicing Agreement. The Pooling and Servicing Agreement is incorporated
by reference as an Exhibit to the Registration Statement. The Series 1996-2
Participation will be issued pursuant to the Series 1996-2 Supplement to the
Pooling and Servicing Agreement, a form of which is filed as an Exhibit to the
Registration Statement.
I am, or attorneys under my supervision are, familiar with the proceedings to
date with respect to the proposed offering and sale to the public of the Notes
and have examined such records, documents and matters of law and satisfied
myself as to such matters of fact as I have considered relevant for the
purposes of this opinion.
Based on the foregoing, it is my opinion that when:
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August 14, 1996
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1) the Registration Statement shall have been declared
effective by the Commission under the Act,
2) the Indenture, the Trust Agreement, the Pooling and
Servicing Agreement and the Series 1996-2 Supplement pertaining to the
Series 1996-2 Participation (the "Series 1996-2 Supplement") each
shall be duly executed and delivered by the parties thereto,
3) the Series 1996-2 Participation shall have been duly
issued by the Deposit Trust and authenticated by the Deposit Trustee
in accordance with the Pooling and Servicing Agreement and the Series
1996-2 Supplement, and delivered by the Seller in accordance with the
Trust Agreement,
4) the Notes shall have been duly issued by the Issuer
and authenticated by the Indenture Trustee in accordance with the
Indenture, and delivered by the Seller in accordance with the
Underwriting Agreement among HFC, the Seller, the Subservicers and the
Underwriters named therein (the "Underwriting Agreement"), and
5) the Seller shall have received the agreed purchase price
for the Notes in accordance with the Underwriting Agreement,
the Series 1996-2 Participation will be fully paid and non-assessable, validly
issued and will be entitled to the benefits of the Pooling and Servicing
Agreement and the Series 1996-2 Supplement, and each Class of Notes will be
fully paid and non-assessable, validly issued and outstanding and will be
entitled to the benefits of the Indenture and will be the binding obligations
of the Issuer.
I do not find it necessary for the purposes of this opinion, and accordingly do
not purport to cover herein, the application of the
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August 14, 1996
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"Blue Sky" or securities laws of the various states to sales of the Series
1996-2 Participation or the Notes.
I hereby consent to the use of my name and my opinion in the Prospectus filed
pursuant to Rule 430A or 424 of Regulation C of the Act, in connection with the
Registration Statement, including any references to my opinions set forth in
the documents incorporated by reference therein, and to the filing of this
consent as an exhibit to the Registration Statement. In giving such consent I
do not admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
Very truly yours,
John W. Blenke
Vice President-Corporate Law
PDS:jh