October 29, 1996
Consorcio G Grupo Dina, S.A. de C.V.
Tlacoquemecatl 41
Colonia del Valle
03100, Mexico, D.F.
Mexico
Ladies and Gentlemen:
I have acted as special counsel to Consorcio G
Grupo Dina, S.A. de C.V., a corporation organized under
the laws of the United Mexican States ("Grupo Dina" or
the "Company"), in connection with the proposed offer
(the "Exchange Offer") by Grupo Dina and MCII Holdings
(USA), Inc. a Delaware corporation ("MCII Holdings" and,
collectively with Grupo Dina, the "Issuers") to exchange
an aggregate principal amount of up to $206,499,680 of
Senior Secured Discount Exchange Notes due 2002 (the "New
Notes") of the Issuers for a like principal amount of their
issued and outstanding Senior Secured Discount Notes due 2002
(the "Old Notes" and, collectively with the New Notes, the
"Notes").
The New Notes are being issued pursuant to the
Indenture dated April 30, 1996 (the "Indenture") among
Grupo Dina, MCII Holdings and IBJ Schroder Bank & Trust
Company, as Trustee.
In connection with the Exchange Offer, the
Issuers have filed registration statements relating to
the New Notes on Form F-1 (No. 333-8843) and S-1 (No.
333-8871) with the Securities and Exchange Commission
(the "Commission") on July 25, 1996 under the Securities
Act of 1933, as amended (the "Securities Act"), Amendment
No. 1 thereto, filed with the Commission on October 8,
1996 and Amendment No. 2 thereto, filed with the Commis-
sion on the date hereof (such registration statements, as
so amended, being hereinafter referred to as the "Regis-
tration Statement"). This opinion is delivered in accor-
dance with the requirements of Item 601(b)(5) of Regula-
tion S-K promulgated under the Securities Act.
I am qualified under Mexican law to give this
opinion, and I express no opinion other than as to the
laws of the United Mexican States. To the extent that
the federal laws of the United States of America and the
State of New York are relevant to the opinions set forth
below, I have assumed the correctness of, have not made
any independent examination of the matters covered by and
my opinion is in all respects subject to, the opinion to
you dated the date hereof of Skadden, Arps, Slate,
Meagher & Flom LLP, United States counsel to the Company.
In giving this opinion I have examined and
relied on:
(a) a certified copy of the by-laws
(estatutos) of the Company;
(b) the Indenture, in the form filed as an
exhibit to the Registration Statement;
(c) a copy of the Registration Statement; and
I have relied as to certain factual matters on certifi-
cates of officers of the Company. I have assumed and
have not verified that the signatures on all documents
that I have examined are genuine.
Subject to the above, I am of the opinion that
the New Notes have been duly and validly authorized by
the Company and, when the New Notes, in the form included
with the Indenture filed as an exhibit to the Registra-
tion Statement, have been duly executed, authenticated
and delivered pursuant to the Indenture, will be valid
and legally binding obligations of the Company.
I consent to the filing of this opinion with
the Commission as an Exhibit to the Registration State-
ment and to the reference to my name under the caption
"Legal Matters" in the Prospectus which forms a part of
the Registration Statement. In giving this consent I do
not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities
Act.
Sincerely,
/s/ Guillermo A. Kareh
----------------------
Guillermo A. Kareh