<PAGE> 1
EXHIBIT 5
[NAUTA DUTILH LETTERHEAD]
Rotterdam, June 27, 2000
Ladies and Gentlemen:
We have acted as counsel for CNH Global N.V., a corporation organized
under the laws of the Kingdom of the Netherlands (the "Company"), in connection
with the public offering of common shares, par value EURO 0.45 per share, of
the Company (the "Common Shares"). We are giving this opinion in connection with
the Registration Statement on Form F-3 (Registration No. 333-38778)(the
"Registration Statement") filed by the Company with the U.S. Securities and
Exchange Commission (the "Commission") to effect registration of the Common
Shares pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations of the Commission promulgated thereunder.
For the purposes of this opinion, we have examined such documents and
other records of the Company, and certificates of public officials and officers
of the Company as we have deemed necessary or appropriate to provide a basis for
the opinion set forth below. In this examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and conformity to original documents of all documents submitted to
us in copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Shares have been validly issued and, upon compliance with all the
requirements set by the shareholders and the board of directors of the Company,
will be fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our name in the prospectus
contained in the Registration Statement.
Very truly yours,
/s/ Bart Th. Derogee
--------------------
Bart Th. Derogee
