EXHIBIT 5.1
CENDANT CORPORATION
6 Sylvan Way
Parsippany, New Jersey 07054
Phone: (973) 496-7207
March 9, 1998
Eric J. Bock
Vice President-Legal
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
Ladies and Gentlemen:
I am Vice President, Legal and Assistant Secretary of Cendant
Corporation, a Delaware corporation (the "Company"), and as such have acted as
counsel in connection with the Company's filing with the Securities and
Exchange Commission (the "Commission") of a Registration Statement (File No.
333-45227) on Form S-3 (the "Registration Statement") with respect to, among
other things, the Company's debt securities ( the "Debt Securities").
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 Securities Act of
1933, as amended (the "Act").
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Indenture (the "Inden ture"), dated as of February 24, 1998, as amended,
between the Company and The Bank of Nova Scotia Trust Company of New York, as
trustee; (ii) certain resolutions of the Board of Directors of the Company and
the Pricing Committee thereof relating to among other things, the Registration
Statement, the Indenture, the Debt Securities and the creation of a series of
Debt Securities entitled "Medium-Term Notes Due 9 Months to 40 Years from Date
of Issue" (such series of Debt Securities hereinafter referred to as the
"Notes"); and (iii) the forms of the Notes . I have also examined originals or
copies, certified or otherwise identified to my satisfaction, of such other
documents, certificates and records as I 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 submitted 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 Company, 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 Notes, when
exe cuted, 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 statements and
representatives of officers and other representatives of the Company 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 other
than the General Corporation Law of the State of Delaware and federal laws of
the United States of America to the extent referred to specifically herein.
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 issuance by the Company of the Notes has been
duly and validly authorized and, upon their due
execution, authentication and delivery in accordance
with the Indenture and upon payment therefor, the
Notes will constitute valid and binding obligations
of the Company, enforceable against the Company in
accordance with their terms except as such
enforcement is subject to any applicable bankruptcy
insolvency, reorganization or other laws relating to
or affecting creditors' rights generally and general
principles of equity.
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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 dated
February 23, 1998 included in the Registration 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 expressed 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
Vice President, Legal and
Assistant Secretary
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