Exhibit 5
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
November 30, 1998
Cendant Corporation
6 Sylvan Way
Parsippany, NJ 07054
Ladies and Gentlemen:
I am acting as counsel for Cendant Corporation, a Delaware
corporation (the "Company"), in connection with (i) the preparation of the
Registration Statement on Form S-3 (File No. 333-49405) that was filed on
April 3, 1998 by the Company with the Securities and Exchange Commission
(the "Commission") and as amended on November 6, 1998 and November 17, 1998
(such Registration Statement, as so amended, being hereinafter referred to
as the "Registration Statement"); and (ii) the Underwriting Agreement,
dated November 24, 1998 (the "Underwriting Agreement"), by and among Chase
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein (collectively,
the "Underwriters"), and the Company, relating to the sale by the Company
to the Underwriters of $400,000,000 aggregate principal amount of the
Company's 7-1/2% Notes due 2000 and $1,150,000,000 aggregate principal
amount of the Company's 7-3/4% Notes due 2003 (collectively, the
"Securities") to be issued under an indenture, dated as of February 24,
1998 (the "Indenture"), by and between the Company and The Bank of Nova
Scotia Trust Company of New York, as trustee (the "Trustee").
This opinion is delivered in accordance with the requirements of
Items 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement; (ii) the Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended, on Form T-1 of the
Trustee; (iii) an executed copy of the Indenture; (iv) the Securities and
specimen certificates thereof; (v) an executed copy of the Underwriting
Agreement; (vi) the Certificate of Incorporation and By-laws of the
Company, as presently in effect; (vii) certain resolutions of the Pricing
Committee of the Board of Directors of the Company relating to the issuance
and sale of the Securities; and (viii) a certificate of good standing for
the Company, dated November 30, 1998, of the Secretary of State of the
State of Delaware. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers
or other representatives of the Company and others, and 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, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of executed documents and documents to
be executed by parties other than the Company, I have assumed that the
parties thereto had or will have 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 the
execution and delivery of such documents by the parties to such documents,
and the validity and binding effect thereof. 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 representations
of officers and other representatives of the Company and others.
I am admitted to the bar in the State of New York and express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware and the laws of the United States
of America, to the extent referred to specifically herein.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly incorporated and validly
existing pursuant to the laws of the State of Delaware.
2. The Securities constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by (i) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
I hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. I also consent to
the reference to me under the heading "Legal Opinions" in the Registration
Statement. In giving this consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the
Securities 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 of the facts stated or assumed herein or any
subsequent changes in applicable law.
Very truly yours,
/s/ Eric J. Bock