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EXHIBIT 5.1
July 31, 1997
Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
As Representative of the several Underwriters
named in Schedule 1 to the Pricing
Agreement dated July 21, 1997 among
Sears Receivables Financing Group, Inc.,
Sears, Xxxxxxx and Co. and such Underwriters
with respect to the Class A Certificates
c/o Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Citicorp Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
as Underwriter of the Class B Certificates
Ladies and Gentlemen:
I am an Assistant General Counsel 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 6.20% Class A Master Trust
Certificates, Series 1997-1 and $22,500,000 aggregate principal amount of 6.40%
Class B Master Trust Certificates, Series 1997-1 (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 July 31,
1997 (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 July 21, 1997, among Sears, the Company and Credit
Suisse 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
Credit Suisse First Boston Corporation (formerly known as 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 July 21, 1997, among Sears, the
Company and Citicorp Securities, Inc. (the "Class B Pricing Agreement" and,
collectively with the Class A Pricing Agreement, the "Pricing Agreement") and
(ii) the related Underwriting Agreement, dated March 14, 1996, among Sears, the
Company and Citicorp Securities, Inc. as Representative of the several
Underwriters (the "Class B Underwriting Agreement" and, collectively
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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 1997-1 (the "Class C Certificates," and together
with the Offered Certificates, the "Investor Certificates"). This opinion is
furnished to you pursuant to Section 7(c) of 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 general corporate laws of the State of
Delaware and the State of New York, relating to the due incorporation, valid
existence and 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
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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
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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
Credit Suisse First Boston Corporation as Representative of the several
Underwriters of the Class A Certificates and
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Citicorp Securities, Inc. as Representative of the several Underwriters 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, 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,
/S/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
