XXXXXXXX & XXXXX
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
To Call Writer Direct: 000 000-0000 Facsimile:
000 000-0000 000 000-0000
Exhibit 5.1
March 5, 1998
Navistar International Corporation
000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Series B 7% Senior Notes due 2003
Series B 8% Senior Subordinated Notes due 2008
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Ladies and Gentlemen:
We are acting as special counsel to Navistar International Corporation, a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of up to $100,000,000 in aggregate principal amount
of the Company's Series B 7% Senior Notes due 2003 (the "Senior Exchange Notes")
and up to $250,000,000 in aggregate principal amount of the Company's Series B
8% Senior Subordinated Notes due 2008 (the "Senior Subordinated Exchange Notes"
and together with the Senior Exchange Notes, the "Exchange Notes"), pursuant to
a Registration Statement on Form S-4, filed with the Securities and Exchange
Commission (the "Commission") on February 27, 1998 under the Securities Act of
1933, as amended (the "Securities Act") (such Registration Statement, as amended
or supplemented, is hereinafter referred to as the "Registration Statement"),
for the purpose of effecting an exchange offer (the "Exchange Offer") for the
Company's 7% Senior Notes due 2003 and 8% Senior Subordinated Notes due 2008
(collectively, the "Old Notes"). The Senior Exchange Notes are to be issued
pursuant to an Indenture (the "Senior Notes Indenture"), dated as of January 30,
1998, among the Company and Xxxxxx Trust and Savings Bank, as Trustee, and the
Senior Subordinated Exchange Notes are to be issued pursuant to an Indenture
(the "Senior Subordinated Notes Indenture" and together with the Senior Notes
Indenture, the "Indentures") among the Company and Xxxxxx Trust and Saving
Banks, as Trustee.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the corporate and organizational documents of the
Company, (ii) minutes and records of the corporate proceedings of the Company
with respect to the issuance of the Exchange Notes, (iii) the Registration
Statement and exhibits thereto and (iv) the Registration Rights Agreements, each
date February 4, 1998, among the Company and the respective Initial Purchasers
of the Old Notes as set forth therein.
London Los Angeles New York Washington D.C.
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Navistar International Corporation
March 5, 1998
Page 2
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Company and the due authorization, execution and
delivery of all documents by the parties thereto other than the Company. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) The Company is a corporation existing and in good standing under the
General Corporation Law of the State of Delaware.
(2) The sale and issuance of the Exchange Notes has been validly
authorized by the Company.
(3) When, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (ii) the
Indentures shall have been qualified pursuant to the provisions of the
Trust Indenture Act of 1939, as amended, (iii) the Old Notes shall
have been validly tendered to the Company, (iv) the Exchange Notes
shall have been issued in the form and containing the terms described
in the Registration Statement, the Indentures, the resolutions of the
Company's Board of Directors (or authorized committee thereof)
authorizing the foregoing and any legally required consents,
approvals, authorizations and other order of the Commission and any
other regulatory authorities to be obtained, and (v) the Exchange
Notes have been authenticated by the respective Trustee, the Exchange
Notes when issued pursuant to the Exchange Offer will be legally
issued, fully paid and nonassessable and will constitute valid and
binding obligations of the Company.
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether
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Navistar International Corporation
March 5, 1998
Page 3
enforcement is considered in a proceeding in equity or at law), (iii) public
policy considerations which may limit the rights of parties to obtain certain
remedies and (iv) any laws except the laws of the State of New York and the
General Corporation Law of the State of Delaware. We advise you that issues
addressed by this letter may be governed in whole or in part by other laws, but
we express no opinion as to whether any relevant difference exists between the
laws upon which our opinions are based and any other laws which may actually
govern. For purposes of the opinion in paragraph 1, we have relied exclusively
upon certificates issued by the Delaware Secretary of State and such opinions
are not intended to provide any conclusion or assurance beyond that conveyed by
such certificates. We have assumed without investigation that there has been no
relevant change or development between the respective dates of such certificates
and the date of this letter.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the General Corporation Law of the State of
Delaware be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Yours very truly,
/s/ XXXXXXXX & XXXXX
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