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EXHIBIT 5.1
December 1, 2000
AmeriCredit Financial Services, Inc.
801 Cherry Street
Fort Worth, Texas 76102
Re: Registration Statement
Ladies and Gentlemen:
We have acted as counsel to AmeriCredit Financial Services, Inc. (the
"Sponsor" or the "Registrant") in connection with the preparation and filing
of the Registration Statement on Form S-3 (such registration statement as
amended, the "Registration Statement") being filed today with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended
(the "Act"), in respect of Auto Receivables Asset-Backed Securities
("Securities") which the Registrant plans to offer in series, each series to
be issued under a separate pooling and servicing agreement (a "Pooling and
Servicing Agreement") or indenture (an "Indenture"), in substantially one of
the forms incorporated by reference as Exhibits to the Registration Statement.
We have made investigations of law and have examined and relied on the
originals or copies certified or otherwise identified to our satisfaction of
all such documents and records of the Registrant and such other instruments
and Registrant and such other persons, as we have deemed appropriate as a
basis for the opinions expressed below.
The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
We express no opinion except as to matters that are governed by Federal
law, the laws of the State of New York or the General Corporation Law of the
State of Delaware. All opinions expressed herein are based on laws,
regulations and policy guidelines currently in force and may be affected by
future regulations.
Based upon the foregoing, we are of the opinion that:
When, in respect of a series of Securities, a Pooling and Servicing
Agreement or Indenture has been duly authorized by all necessary action and
duly executed and delivered by all necessary parties for such series, such
Pooling and Servicing Agreement or Indenture will be a valid and legally
binding obligation of the Registrant; and
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When a Pooling and Servicing Agreement or Indenture for a series of
Securities has been duly authorized by all necessary action and duly executed
and delivered by all necessary parties for such series, and when the
Securities of such series have been duly executed and authenticated in
accordance with the provisions of the Pooling and Servicing Agreement or
Indenture, as applicable, and issued and sold as contemplated in the
Registration Statement and prospectus, as amended or supplemented and
delivered pursuant to Section 5 of the Act in connection therewith, such
Securities will be legally and validly issued, binding obligations of the
trust, fully paid and nonassessable, and the holders of such Securities will
be entitled to the benefits of such Pooling and Servicing Agreement of
Indenture, as applicable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and the related prospectus under the heading "Legal
Opinions."
Very truly yours,
/s/ DEWEY BALLANTINE LLP
