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EXHIBIT 5.1
FORM OF OPINION
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE SOUTHEAST THIRD AVENUE
MIAMI, FLORIDA 33131
(305) 374-5600
________, 2000
ANC Rental Corporation
200 South Andrews Avenue
Ft. Lauderdale, FL 33301
Gentlemen:
ANC Rental Corporation, a Delaware corporation (the "Company") has filed
with the Securities and Exchange Commission a Registration Statement on Form
10, as amended (Registration No. 1-15421) (the "Registration Statement"), under
the Securities Exchange Act of 1934, as amended (the "Act"). The Registration
Statement relates to the distribution by the Company of approximately 45.1
million shares (the "Shares") of the Company's common stock, $0.01 par value per
share, to the stockholders of AutoNation, Inc. in the form of a tax-free
spin-off. We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement.
In connection with the Registration Statement, we have examined, considered
and relied upon copies of the following documents: (i) the Company's Amended and
Restated Certificate of Incorporation, and the Company's Amended and Restated
Bylaws; (ii) resolutions of the Company's Board of Directors authorizing the
distribution of the Shares; (iii) the Registration Statement and schedules and
exhibits thereto; and (iv) such other documents and instruments that we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations we have assumed, without investigation, the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to authentic original documents of all documents
submitted to us as copies, and the veracity of the documents. As to various
questions of fact material to the opinions expressed below, we have relied
solely upon the representations or certificates of officers and/or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently verifying the accuracy of such certificates,
documents, records or instruments.
Based upon the foregoing examination, and subject to the qualifications
set forth below, we are of the opinion that the Shares, when distributed in
accordance with that certain Separation and Distribution Agreement between the
Company and AutoNation, Inc. will be validly issued, fully paid and
non-assessable shares of common stock of the Company.
Although we have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement, our engagement has been
limited to certain matters about which we have been consulted. Consequently,
there may exist matters of a legal nature involving the Company in which we have
not been consulted and have not represented the Company. We express no opinion
as to the laws of any jurisdiction other than the General Corporation Law of
the State of Delaware. The opinions expressed herein concern only the effect of
the General Corporation Law of the State of Delaware as currently in effect.
This opinion letter is limited to the matters stated herein and no opinions may
be implied or inferred beyond the matters expressly stated herein. The opinions
expressed herein are given as of this date, and we assume no obligation to
update or supplement our opinions to reflect any facts or circumstances that
may come to our attention or any change in law that may occur or become
effective at a later date.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Validity of Securities" in the information statement comprising a part of the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required under the
Act or the rules and regulations promulgated thereunder.
Sincerely,
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Akerman, Senterfitt & Eidson, P.A.