Exhibit 5.1
October 9, 2002
AmeriCredit Corp.
Subsidiary Guarantors set forth below
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
Re: Registration Statement on Form S-4; $175,000,000 Aggregate
Principal Amount of 9 1/4% Senior Notes due 2009
Dear Ladies and Gentlemen:
In connection with the registration of $175,000,000 aggregate principal
amount of 9 1/4% Senior Notes due 2009 (the "Exchange Notes") by AmeriCredit
Corp. (the "Company") under the Securities Act of 1933, as amended (the "Act"),
on Form S-4 being filed with the Securities and Exchange Commission on October
9, 2002 (the "Registration Statement") and the concurrent registration under the
Act of guarantees (the "Subsidiary Guarantees") of the Exchange Notes by
AmeriCredit Financial Services, Inc., ACF Investment Corp., AmeriCredit Consumer
Discount Company, Americredit Corporation of California, AmeriCredit Flight
Operations, LLC, AmeriCredit Management Company (the "United States Guarantors")
and by AmeriCredit Financial Services of Canada Ltd., AmeriCredit NS I Co.,
AmeriCredit NS II Co. and AmeriCredit Service Center Ltd. (the "Canadian
Guarantors" and, with the United States Guarantors, the "Guarantors"), you have
requested our opinion with respect to the matters set forth below. The Exchange
Notes will be and the Subsidiary Guarantees were issued pursuant to an indenture
(the "Indenture") among the Company, the Guarantors and Bank One, NA, as Trustee
(the "Trustee"). The Exchange Notes are proposed to be issued in exchange for up
to $175,000,000 principal amount of issued and outstanding 9 1/4% Senior Notes
previously sold by the Company (the "Initial Notes") and jointly and severally
guaranteed by the Subsidiary Guarantors.
In our capacity as your special counsel in connection with such
registration, we have examined, among other things, the Registration Statement,
the Indenture filed as Exhibit 4.4 to the Registration Statement, the form of
the Exchange Notes and originals or copies of all corporate records and of all
agreements, certificates and other documents that we have deemed relevant and
necessary as a basis for the opinions hereinafter expressed and are familiar
with the proceedings taken by the Company and the Guarantors in connection with
the authorization and issuance of the Exchange Notes and the Subsidiary
Guarantees. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
October 9, 2002
Page 2
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the States of Texas, California and New York and the
Delaware General Corporation Law, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that when the Registration Statement becomes effective under the
Act:
1. When duly executed and delivered by or on behalf of the Company and
duly authenticated by the Trustee, and issued in exchange for the Initial Notes
in accordance with the terms of the Indenture, the Exchange Notes will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.
2. When the Exchange Notes have been duly executed by the Company and
duly authenticated by the Trustee and the Exchange Notes have been issued in
exchange for the Initial Notes in accordance with the terms of the Indenture,
the Subsidiary Guarantees will constitute valid and binding obligations of the
Guarantors as to the Exchange Notes, enforceable against the Guarantors in
accordance with their terms.
The opinions rendered are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors generally; (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought; and
(iii) we express no opinion concerning the enforceability of any waivers of
rights or defenses or indemnification provisions of the Indenture where such
waivers or provisions are contrary to public policy.
To the extent that the obligations of the Company and the Guarantors
under the Indenture may be dependent upon such matters, we assume for purposes
of this opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and
October 9, 2002
Page 3
that the Trustee has the requisite organizational and legal power and authority
to perform its obligations under the Indenture.
With respect to our opinion in paragraph 2 relating to the
enforceability of the Subsidiary Guarantees against the Canadian Guarantors, we
have relied, with your consent, solely (and without independent investigation)
on the opinions, dated of even date herewith, of Osler, Hoskin & Harcourt LLP,
Ontario, Canada counsel for the Company, and an opinion of McInnes Cooper, Nova
Scotia, Canada counsel for the Company, addressed to us, as to matters of
Canadian, Ontario and Nova Scotia law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
In giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST
a Professional Corporation
By: /s/ Gregory J. Schmitt
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Authorized Signatory