EXHIBIT 5.2
January 25, 2002
Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Central Originating Lease Trust
c/o Lease Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Re: CAPITAL AUTO RECEIVABLES, INC.
REGISTRATION STATEMENT ON FORM S-3 (No. 333-75464)
CENTRAL ORIGINATING LEASE TRUST
REGISTRATION STATEMENT ON FORM S-1 (No. 333-75464-01)
We have acted as special counsel to Capital Auto Receivables, Inc., a
Delaware corporation (the "Company"), and Central Originating Lease Trust, a
Delaware business trust ("COLT"), in connection with the above-referenced
Registration Statements (together with the exhibits and any amendments hereto
and the prospectus supplements described therein, the "Registration
Statements"), filed by the Company and COLT with the Securities and Exchange
Commission in connection with the registration by the Company of Asset Backed
Securities (the "Securities") and by COLT of Secured Notes (as defined below).
Three different base prospectuses and prospectus supplements are
contained in the Registration Statements. One prospectus and related prospectus
supplement (the "Owner Trust Prospectus") pertains to offerings of asset backed
notes and/or certificates secured by loan receivables issued by various Capital
Auto Receivables Asset Trusts (each, a "CARAT Trust"). A second prospectus and
related prospectus supplement (the "Grantor Trust Prospectus") pertains to
offerings of asset backed certificates secured by loan receivables issued by
GMAC Grantor Trusts. The third prospectus and related prospectus supplement (the
"Secured Note Prospectus") pertains to offerings of asset backed notes and/or
certificates by various CARAT Trusts which are secured by secured notes issued
by COLT. This opinion relates only to the Secured Note Prospectus and its
exhibits contained in the Registration Statements.
January 25, 2002
Page 2
As described in the Secured Note Prospectus, the Securities issued
pursuant to the Secured Note Prospectus and related secured note prospectus
supplements will be (i) Asset Backed Notes (" Notes") and Asset Backed
Certificates ("Certificates") that will be issued in series, and (ii) secured
notes that will secure the Notes and Certificates ("Secured Notes"). Each series
of Notes and Certificates will be issued by a CARAT Trust, which will be a
Delaware business trust or common law trust to be formed by the Company pursuant
to a Secured Note Trust Agreement (each, a "Secured Note Trust Agreement")
between the Company and an Owner Trustee to be specified in the related Secured
Note Prospectus Supplement. Each series issued by a CARAT Trust may include one
or more classes of Notes and Certificates. The Notes of any CARAT Trust will be
issued pursuant to (1) a Secured Note Indenture (each, a "Secured Note
Indenture") between the CARAT Trust and an Indenture Trustee to be specified in
the related Secured Note Prospectus Supplement, and (2) a Secured Note Trust
Sale and Servicing Agreement (each, a "Secured Note Trust Sale and Servicing
Agreement") between the CARAT Trust, the Company and General Motors Acceptance
Corporation ("GMAC"), as servicer. The Certificates of any CARAT Trust will be
issued pursuant to a Secured Note Trust Agreement. Each Secured Note has
previously been issued by COLT to GMAC, and will be sold and assigned by GMAC to
a CARAT Trust pursuant to a Secured Note Trust Sale 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 Notes
and/or Certificates and the Secured Notes and in order to express the opinion
stated herein, we have examined copies of the Registration Statements and, in
each case as filed as an exhibit to or incorporated by reference in the
Registration Statements, (i) the form of Secured Note and related Master Terms
of Secured Notes, (ii) the form of Secured Note Indenture, (iii) the form of
Secured Note Trust Agreement (including the form of Certificate of Trust to be
filed pursuant to the Delaware Business Trust Act included as an exhibit thereto
(a "Trust Certificate")), (iv) the form of Secured Note Trust Sale and Servicing
Agreement, (v) the form of Secured Note Pooling and Servicing Agreement between
GMAC and the Company, and (vi) the form of Secured Note Administration Agreement
between the related Owner Trustee, the related Indenture Trustee and GMAC, as
administrator (collectively, the "Transfer and Servicing Agreements"). 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 examination of
(a) the Company's Restated Certificate of Incorporation and Amended and Restated
By-laws, (b) COLT's Amended and Restated Declaration of Trust, dated as of March
15, 1996, (c) the Amended and Restated Certificateholder Agreement, dated as of
January 15, 2002, among Bankers Trust (Delaware), as Owner Trustee Corral, L.P.
and the other Certificateholders party thereto and (d) Certificates of the
Secretary of State of the State of Delaware as to the good standing of the
Company and COLT, it is our opinion that:
January 25, 2002
Page 3
(a) With respect to the Notes and Certificates of any series issued by
any CARAT Trust when, as and if (i) the Registration Statements become 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 terms of such Notes and Certificates and the forms of such Notes and
Certificates have been duly established and approved by the Company's Board of
Directors, (iii) the Transfer and Servicing Agreements 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 Trust Certificate(s) 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 Secured Note
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (vi) such Notes and 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 Transfer and Servicing Agreements and in the
manner described in the Registration Statements, such Notes and Certificates
will have been duly authorized by all necessary action of such CARAT Trust and
will have been legally issued, fully paid and nonassessable and, with respect to
the Notes, will be binding obligations of such CARAT Trust in accordance with
their terms and entitled to the benefits of the related Transfer and Servicing
Agreements, 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.
(b) With respect to the Secured Notes when, as and if (i) the
Registration Statements become effective pursuant to the provisions of the
Securities Act of 1933, as amended, (ii) the Secured Notes have each been duly
completed, executed and delivered by the parties thereto substantially in the
form we have examined, and (iii) the Secured Notes and related Master Terms of
Secured Notes have been duly qualified under the Trust Indenture Act of 1939, as
amended, all in the manner described in the Registration Statements, such
Secured Notes will have been duly authorized by all necessary action of COLT and
will have been legally issued, fully paid and nonassessable and will be binding
obligations of COLT in accordance with their terms, except as the same may be
limited by Title 11 of the United States Code or other bankruptcy, insolvency,
reorganization, moratorium, or other laws related 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/or
Certificates and/or the Secured Notes.
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 as Exhibit 5.2 to the
Registration Statements, the filing of our opinion of even date herewith with
respect to certain tax matters as Exhibit 8.2 to
January 25, 2002
Page 4
the Registration Statements, to the reference to our Firm in the Secured Note
Prospectus included in the Registration Statements under the captions "FEDERAL
INCOME TAX CONSEQUENCES" and "LEGAL OPINIONS" and to the reference to our Firm
in the Secured Note Prospectus Supplement included in the Registration
Statements under the captions "SUMMARY OF TERMS-- Tax Status" and "FEDERAL
INCOME TAX CONSEQUENCES."
Sincerely,
MAYER, BROWN & PLATT
EAR/JVG