EXHIBIT 5.1
October 4, 2002
Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Re: Enforceability Opinion
We are issuing this opinion letter in our capacity as special counsel
to Capital Auto Receivables, Inc. (the "Seller") and General Motors Acceptance
Corporation ("GMAC") in connection with the issuance of $840,800,000.00
aggregate principal amount of Class A-2a Asset Backed Notes (the "Class A-2a
Notes"), $281,000,000.00 aggregate principal amount of Class A-2b Asset Backed
Notes (the "Class A-2b Notes", and together with the Class A-2a Notes, the
"Class A-2 Notes"), $680,100,000.00 aggregate principal amount of Class A-3
Asset Backed Notes (the "Class A-3 Notes"), $589,900,000.00 aggregate principal
amount of Class A-4 Asset Backed Notes (the "Class A-4 Notes" and together with
the Class A-2 Notes and the Class A-3 Notes, the "Notes") by Capital Auto
Receivables Asset Trust 2002-4 (the "Trust"), pursuant to an Indenture (the
"Indenture"), between the Trust and Bank One, National Association, as Indenture
Trustee (the "Indenture Trustee") and $92,560,897.59 aggregate principal amount
of Asset Backed Certificates (the "Certificates") by the Trust, pursuant to a
Trust Agreement (the "Original Trust Agreement"), dated as of October 1, 2002,
to be amended and restated as of the Issuance Date (the "Trust Agreement"),
between the Seller and Deutsche Bank Trust Company Delaware, as Owner Trustee
(the "Owner Trustee").
The Trust intends to issue the Notes and the Certificates on or about
October 10, 2002 (the "Issuance Date").
We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the Notes and
Certificates, and in order to express the opinion hereinafter stated, we have,
among other things, examined and relied, to the extent we deem proper, on the
following documents:
(i) the registration statement filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), on Form S-3 (File No.
333-75464) on January 28, 2002, with respect to asset-backed notes and
certificates, including the Notes, to be issued and sold in series from
time to time, in the form in which it became effective, including the
exhibits thereto;
Capital Auto Receivables, Inc.
October 4, 2002
Page 2
(ii) form of prospectus supplement relating to the Notes
substantially in the form to be filed with the Commission pursuant to
Rules 424(b)(5) and 424(c) under the Act (the "Prospectus Supplement")
and the prospectus, dated July 29, 2002, relating thereto (the "Base
Prospectus" and, together with the Prospectus Supplement, the
"Prospectus");
(iii) the Original Trust Agreement and a form of the Trust
Agreement;
(iv) a form of the Trust Sale and Servicing Agreement among
the Seller, GMAC, as Servicer, and the Trust (the "Trust Sale and
Servicing Agreement");
(v) a form of the Indenture;
(vi) a form of the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), between GMAC and the Seller; and
(vii) such other documents as we have deemed necessary for the
expression of the opinions contained herein (collectively, documents
(iii) - (vi) are referred to herein as the "Transaction Documents").
In our examination, we have assumed that the Transaction Documents will
be executed in the form submitted to us. We have also assumed, without
independent verification, that the facts and representations and warranties in
the documents upon which we relied are true and correct, and that the
transactions contemplated by such documents have been or will be consummated
strictly in accordance with their terms.
On the basis of the foregoing and on the basis of our examination of
the Seller's Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws and a review of a Certificate of the Secretary of State of the
State of Delaware as to the good standing of the Seller, it is our opinion that:
(a) The Seller is a corporation validly existing and in good
standing under the laws of the State of Delaware.
(b) With respect to the Notes and Certificates of any series
issued by the Trust, when duly executed and authenticated by the
Indenture Trustee or the Owner Trustee, as the case may be, in
accordance with the terms of the Indenture or Trust Agreement, and
issued and delivered against payment thereof, the Notes and
Certificates will have been duly authorized by all necessary action of
the Trust and will have been legally issued, with respect to the
Certificates will be nonassessable and will be enforceable in
accordance with their terms and entitled to the benefits of the
Transaction Documents, except as the same may be limited by Title 11 of
the United States Code or
Capital Auto Receivables, Inc.
October 4, 2002
Page 3
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.
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
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 Business Trust Act.
We hereby consent to the filing of this opinion with Form 8-K in
connection with the sale of the Notes. 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,
/s/ Kirkland & Ellis
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KIRKLAND & ELLIS