Exhibit 5.1
[Letterhead]
October 29, 1996
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
As Representative of the several Underwriters
named in Schedule 1 to the Pricing
Agreement dated October 17, 1996 among
Sears Receivables Financing Group, Inc.,
Sears, Xxxxxxx and Co. and such Underwriters
with respect to the Class A Certificates and
as Underwriter of the Class B Certificates
c/o CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0186
Ladies and Gentlemen:
I am a Vice President, Law of Sears, Xxxxxxx and Co.
("Sears"). The Corporate and Securities Section of the Sears Law
Department, under my supervision, has acted as counsel to Sears
Receivables Financing Group, Inc. (the "Company") and Sears in
connection with the registration under the Securities Act of
1933, as amended (the "Act"), and the public offering of
$500,000,000 aggregate principal amount of 6.45% Class A Master
Trust Certificates, Series 1996-4 and $22,500,000 aggregate
principal amount of 6.65% Class B Master Trust Certificates,
Series 1996-4 (together, the "Offered Certificates") of the
Sears Credit Account Master Trust II (the "Trust") issued
pursuant to the Pooling and Servicing Agreement among Sears as
Servicer, the Company as Seller and The First National Bank of
Chicago as Trustee (the "Trustee"), dated as of July 31, 1994,
as amended (the "Pooling and Servicing Agreement") and the
Series Supplement among Sears as Servicer, the Company as Seller
and The First National Bank of Chicago as Trustee, dated as of
October 29, 1996 (the "Series Supplement"), and to be sold to
the public in accordance with the terms of, with respect to the
Class A Master Trust Certificates, (i) the Pricing Agreement,
dated October 17, 1996, among Sears, the Company and CS First
Boston Corporation, on behalf of each of the Underwriters named
in Schedule 1 thereto (the "Class A Pricing Agreement"), and
(ii) the related Underwriting Agreement, dated October 17, 1996
among the Company, Sears and CS First Boston Corporation as
Representative of the several Underwriters (the "Class A
Underwriting Agreement") and with respect to the Class B Master
Trust Certificates, (i) the Pricing Agreement, dated October 17,
1996, among Sears, the Company and CS First Boston Corporation
(the "Class B Pricing Agreement" and, collectively with the
Class A Pricing Agreement, the "Pricing Agreement") and (ii) the
related Underwriting Agreement, dated October 17, 1996, among
Sears, the Company and CS First Boston Corporation as
Representative of the several Underwriters (the "Class B
Underwriting Agreement" and, collectively with the Class A
Underwriting Agreement, the "Underwriting Agreement"). The
Trust also will issue $39,330,000 aggregate principal amount of
Class C Master Trust Certificates, Series 1996-4 (the "Class C
Certificates," and together with the Offered Certificates, the
"Investor Certificates"). This opinion is furnished to you
pursuant to Section 7(c) to the Underwriting Agreement. All
terms not otherwise defined herein have the meanings given to
them in the Underwriting Agreement.
I have made such legal and factual examinations and
inquiries, including an examination of originals or copies
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have
deemed necessary or appropriate for the purposes of this opinion.
I have obtained and relied upon, to the extent I deem
appropriate, certificates of officers and executives of the
Company, Sears and its subsidiaries, and of public officials as
to factual matters and opinions of other counsel. I call to
your attention the fact that, in rendering my opinion, I am
expressing my views only as to the laws of the State of Illinois
and the federal laws of the United States of America (except as
to the matters below which are governed in part by the laws of
the State of Delaware and the State of New York, relating to the
due incorporation and valid existence in good standing of the
Company and Sears, respectively, the due authorization,
execution and delivery by the Company and Sears, respectively,
of certain documents, and the absence of any violation of the
provisions of the Certificate of Incorporation or By-Laws of the
Company and Sears, and except to the extent that the opinions
expressed herein are given in reliance upon the opinion of
Xxxxxx & Xxxxxxx of even date herewith, a copy of which is being
delivered to you contemporaneously herewith).
On the basis of the foregoing and in reliance thereon, I am
of the opinion that, as of the date hereof:
(i) The Company and Sears have been duly incorporated and
are validly existing as corporations in good standing under the
laws of their respective states of incorporation;
(ii) Each of the Underwriting Agreement and the Pricing
Agreement has been duly authorized, executed and delivered on
the part of the Company and Sears;
(iii) The issue and sale of the Investor Certificates
and the compliance by the Company with all of the provisions of
the Investor Certificates, the Underwriting Agreement, the
Pricing Agreement, the Purchase Agreement, the Contribution
Agreement, the Receivables Warehouse Agreement, the Pooling and
Servicing Agreement and the Series Supplement will not (a)
conflict with or result in any breach which would constitute a
material default under, or, except as contemplated by the Pooling
and Servicing Agreement or the Series Supplement, result in the
creation or imposition of any lien, charge or encumbrance upon
any of the property or assets of the Company, material to the
Company, pursuant to the terms of, any indenture, loan agreement
or other agreement or instrument for borrowed money known to me
to which the Company is a party or by which the Company may be
bound or to which any of the property or assets of the Company,
material to the Company, is subject, (b) result in any violation
of the provisions of the Certificate of Incorporation or the
By-Laws of the Company, or (c) to the best of my knowledge,
result in any material violation of any statute or any order,
rule or regulation applicable to the Company of any court or any
federal, state or other regulatory authority or other
governmental body having jurisdiction over the Company,
provided, however, that except to the extent discussed in
paragraphs (vi)(c), (viii), (ix), (x), (xi) and the paragraph
immediately following paragraph (xi), I express no opinion as to
the Act, the Exchange Act, the Trust Indenture Act and the
Investment Company Act and provided, further, that I express no
opinion as to the securities laws of the various states or other
jurisdictions which are applicable to the issue and sale of the
Investor Certificates and I express no opinion as to state laws
pertaining to the perfection of security interests;
(iv) To the best of my knowledge, no consent, approval,
authorization or other order of, or filing with, any court or
any federal, state or other regulatory authority or other
governmental body having jurisdiction over Sears or the Company
is required for the consummation by Sears and the Company, as
applicable, of the transactions contemplated by the Bank
Assignment Agreement, the Purchase Agreement, the Contribution
Agreement and the Receivables Warehouse Agreement or for the
issue and sale of the Investor Certificates except as may be
required under the Act, the Exchange Act, the Trust Indenture
Act and the Investment Company Act and the securities laws of
the various states or other jurisdictions which are applicable
to the issue and sale of the Investor Certificates and except
for the filing of any financing or continuation statements
required to perfect the Trust's, the Company's and Sears
respective interests in the Receivables;
(v) The compliance by Sears with all of the provisions of
the Underwriting Agreement, the Bank Assignment Agreement, the
Pricing Agreement, the Purchase Agreement, the Contribution
Agreement, the Receivables Warehouse Agreement, the Pooling and
Servicing Agreement and the Series Supplement will not (a)
conflict with or result in any breach which would constitute a
material default under, or, except as contemplated by the Bank
Assignment Agreement, the Pooling and Servicing Agreement, the
Series Supplement, the Purchase Agreement, the Contribution
Agreement or the Receivables Warehouse Agreement, result in the
creation or imposition of any lien, charge or encumbrance upon
any of the property or assets of Sears or any subsidiary
thereof, material to Sears and its subsidiaries (whether or not
consolidated) considered as a whole, pursuant to the terms of,
any indenture, loan agreement or other agreement or instrument
for borrowed money known to me to which Sears, the Company,
Sears Xxxxxxx Acceptance Corp., Sears DC Corp., Sears National
Bank or Sears Overseas Finance N.V. is a party or by which Sears
or any of the foregoing subsidiaries may be bound or to which
any of the property or assets of Sears or of the foregoing
subsidiaries, material to Sears and its subsidiaries (whether or
not consolidated) considered as a whole, is subject, (b) result
in any violation of the provisions of the Restated Certificate
of Incorporation or the By-Laws of Sears or (c) to the best of
my knowledge, result in any material violation of any statute or
any order, rule or regulation applicable to Sears of any court
or any federal, state or other regulatory authority or other
governmental body having jurisdiction over Sears, provided,
however, that except to the extent discussed in paragraphs
(vi)(c), (viii), (ix), (x), (xi) and the paragraph immediately
following paragraph (xi), I express no opinion as to the Act,
the Exchange Act, the Trust Indenture Act and the Investment
Company Act and the rules and regulations under each such act;
and provided, further, that I express no opinion as to the
securities laws of the various states or other jurisdictions
which are applicable to the issue and sale of the Investor
Certificates and I express no opinion as to the state laws
pertaining to the perfection of security interests;
(vi) (a) Each of the Pooling and Servicing Agreement, the
Series Supplement, the Purchase Agreement, the Contribution
Agreement and the Receivables Warehouse Agreement has been duly
authorized, executed and delivered on the part of the Company
and Sears and, as to each of the Company and Sears, is a valid
and binding instrument enforceable in accordance with its terms,
except as the foregoing may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally,
general principles of equity (whether considered in a proceeding
at law or in equity) or the discretion of the court before which
any proceeding therefor may be brought;
(b) The Investor Certificates have been duly
authorized and (assuming their due authentication by the Trustee)
have been duly executed, issued and delivered and constitute
valid and binding obligations of the Trust in accordance with
their terms, entitled to the benefits of the Pooling and
Servicing Agreement and the Series Supplement, except as the
foregoing may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in
effect relating to creditors' rights generally, general
principles of equity (whether considered in a proceeding at law
or in equity) or the discretion of the court before which any
proceeding therefor may be brought;
(c) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act; and the
Trust is not required to be registered under the Investment
Company Act;
(vii) The Bank Assignment Agreement has been duly
authorized, executed and delivered by Sears and, as to Sears, is
a valid and binding instrument enforceable in accordance with its
terms, except as the foregoing may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally,
general principles of equity (whether considered in a proceeding
at law or in equity) or the discretion of the court before which
any proceeding therefor may be brought;
(viii) I do not know of any pending legal or governmental
proceedings required to be described in the Prospectus which are
not described as required;
(ix) The documents incorporated by reference in the
Prospectus as amended or supplemented (other than financial,
statistical and accounting data therein, as to which I express no
opinion), when they became effective or were filed with the
Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations
thereunder;
(x) The Registration Statement and the Prospectus as
amended or supplemented (excluding the documents incorporated
therein) (other than financial, statistical and accounting data
therein as to which I express no opinion) comply as to form in
all material respects with the requirements of the Act and the
rules and regulations of the Commission thereunder; and
(xi) I do not know of any contract or other document to
which the Company or Sears is a party required to be filed as an
exhibit to the Registration Statement or required to be
incorporated in the Prospectus as amended or supplemented, or
required to be described in the Prospectus as amended or
supplemented, which has not been so filed or described.
With respect to the statements of belief set forth below, I
have not independently verified the accuracy, completeness or
fairness of the statements contained in the Registration
Statement or the Prospectus and the limitations inherent in the
examination made by me and the knowledge available to me are
such that I am unable to assume, and I do not assume, any
responsibility for the accuracy, completeness or fairness of any
of the statements contained therein. I confirm, however, that
as a result of (1) the examinations made by me, as described
above, and (2) my participation in conferences with
representatives of Sears, the Company and you and your counsel,
at which conferences the contents of the Registration Statement,
the Underwriting Agreement and related matters were discussed,
nothing has come to my attention which has caused me to believe
that (a) any of the documents referred to in subdivision (ix)
above (other than financial, statistical and accounting data
therein, as to which I express no belief), in each case after
excluding any statement in any such document which does not
constitute part of the Registration Statement or the Prospectus
as amended or supplemented pursuant to Rule 412 of Regulation C
under the Act and after substituting therefor any statement
modifying or superseding such excluded statement, when they
became effective or were filed, as the case may be, contained,
in the case of documents which became effective under the Act,
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and, in the case of
documents which were filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading or (b) the Registration Statement or the
Prospectus, as amended or supplemented, (other than financial,
statistical and accounting data therein, as to which I express
no belief) contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
In rendering my opinion, I have assumed that the Bank
Assignment Agreement, the Pooling and Servicing Agreement and
the Series Supplement have been duly authorized, executed and
delivered by the parties thereto other than the Company and
Sears and that the signatures (other than those on behalf of the
Company and Sears) on all documents examined by me are genuine,
assumptions which I have not independently verified.
This opinion is furnished by me as counsel for the
Company and Sears to CS First Boston Corporation as
Representative of the Underwriters of the Class A Certificates
and CS First Boston Corporation as Representative of the
Underwriter of the Class B Certificates, and is solely for the
benefit of the Underwriters, and is not to be otherwise used,
circulated or relied upon without my express written consent,
except that Standard & Poor's Ratings Services, Xxxxx'x Investors
Service, Inc., Fitch Investors Service, L.P., Duff & Xxxxxx
Credit Rating Company and The First National Bank of Chicago may
rely upon each of the foregoing opinions as if such opinions were
addressed to them.
Very truly yours,
Xxxxxx X. Xxxxx
