EXHIBIT 5.1
CENDANT CORPORATION
6 Sylvan Way
Parsippany, New Jersey 07054
Phone: (973) 496-5331
496-7207
March 6, 1998
Eric J. Bock
Vice President-Legal
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
Ladies and Gentlemen:
I am acting as counsel for Cendant Corporation, a Delaware
corporation (the "Company"), and Cendant Capital I, a Delaware business trust
(the "Trust"), in connection with their filing with the Securities and Exchange
Commis sion (the "Commission") of a Registration Statement (File No. 333-45227)
on Form S-3 (the "Registration Statement") with respect to the Company's (i)
debentures (the "Debentures"), (ii) shares of common stock, $.01 par value per
share (collectively, the "Common Stock"), (iv) stock purchase contracts to
purchase the Common Stock (the "Stock Purchase Contracts") and (v) stock
purchase units, each representing ownership of a Stock Purchase contract and
Debentures, the Preferred Securities (as defined below) or debt obligations of
third parties, including U.S. Treasury Securi ties, securing the holder's
obligation to purchase the Common Stock under the stock Purchase Contract
("Stock Purchase Units"). The Registration Statement also relates to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of preferred securities of the Trust (the "Preferred Securities") and
guarantee of the Preferred Securities by the Company (the "Preferred Securities
Guarantee"). Capitalized terms used but not defined herein are used as defined
in the Registration Statement.
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
certificate of trust of the Trust, dated February 5, 1998, as filed with the
Secretary of State of the State of Delaware; (ii) the Declaration (including
the designation of the terms of the Preferred Securities annexed thereto); and
(iii) the Preferred Securities. I have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submit ted to me as originals, the conformity to original documents
of all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Trust, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties. In addition, I have assumed that the Declaration
and the Preferred Securities when executed, will be substantially in the form
reviewed by me. As to any facts material to the opinions expressed herein
which were not independently established or verified, I have relied upon oral
or written state ments and representatives of officers, trustees and other
representatives of the Company, the Trust and others.
I am admitted to the bar in the States of New York and New
Jersey, and I express no opinion as to the laws of any other jurisdiction.
Based on the above, upon and subject to the foregoing, I am
of the opinion that:
1. The Company is a corporation duly incorporate and
validly existing pursuant to the laws of the State
of Delaware.
2. The Debentures, the Common Stock, the Stock Purchase
Contracts and the Stock Purchase Units, which are
covered by the Registration Statement, when sold
will be legally issued by the Company, duly
authorized, fully paid and non-assessable and, in
the case of the Debentures, will constitute valid
and
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binding obligations of the Company, enforceable
against the Company in accordance with their terms
except as such en forcement is subject to any
applicable bankruptcy insolvency, reorganization or
other laws relating to or affecting creditors'
rights generally and general principles of equity.
3. Upon issuance, the Preferred Securities Guarantee
will consti tute the legal, valid and binding
obligation of the Company, enforceable against the
Company in accordance with its terms, except as such
enforcement is subject to any applicable bankruptcy,
insolvency, reorganization or other law relating to
or affecting creditors' rights generally and general
principles of equity.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to the
use of my name under the heading "Legal Opinions" in the prospectus supplement
included in the Registra tion Statement. In giving this consent, I do not
thereby admit that I am within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is ex pressed as of the date
hereof unless otherwise expressly stated and I disclaim any undertaking to
advise you of any subsequent changes in the facts stated or assumed herein or
of any subsequent changes in applicable law.
Very truly yours,
/s/ Eric J. Bock
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Eric J. Bock
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