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Exhibit 5.1
July 28, 2000
Harley-Davidson Credit Corp.
4150 Technology Way
Carson City, Nevada 89706
Re: HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES AND
HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED CERTIFICATES
Ladies and Gentlemen:
We have acted as special counsel to the Harley-Davidson Eaglemark
Motorcycle Trusts (each, a "TRUST") referred to below in connection with the
filing by Harley-Davidson Credit Corp. (f/k/a Eaglemark, Inc.), a Nevada
corporation (the "COMPANY"), as sponsor of the Trusts, of the registration
statement on Form S-3 (such registration statement, together with the exhibits
and any amendments thereto, the "REGISTRATION STATEMENT"), registering up to
$38,000,000 aggregate principal amount of asset-backed notes (the "NOTES") and
asset-backed certificates (the "CERTIFICATES" and, together with the Notes, the
"SECURITIES"). The Registration Statement has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"SECURITIES ACT"). As described in the Registration Statement, the Securities
will be issued from time to time in one or more series (each, a "SERIES"). Each
Series of Securities is to be issued under and pursuant to the terms of a
separate Pooling and Servicing Agreement or Sale and Servicing Agreement, Trust
Agreement and Indenture and sold from time to time pursuant to certain
underwriting agreements (collectively, the "AGREEMENTS" and each, individually,
an "AGREEMENT"). Capitalized terms used but not defined herein have the meanings
given to them in the Registration Statement.
This opinion letter is being delivered to you pursuant to the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We are familiar with the proceedings to date with respect to the
proposed issuance and delivery of the Securities and have examined copies of the
Certificate of Incorporation and By-Laws of the Company, the Registration
Statement, the Prospectus and the form of Prospectus Supplements included
therein, the form of each Agreement and such other documents, records and
questions of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion letter.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents that have been or will be executed in connection with
the issuance of each Series of Securities, we have assumed that the parties to
such documents had or will have at the time of execution of such documents, the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, and execution and delivery by such parties of such documents and the
validity and binding effect of such documents. As to any facts material to the
opinions expressed herein which we did not independently establish or verify, we
have relied upon oral and written statements and representations of officers and
other representatives of the Company and others. In addition, we have also
relied upon the accuracy and completeness of all certificates and other
statements, representations, documents, records, financial statements and papers
reviewed by us, and the accuracy and
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completeness of all representations, warranties, schedules and exhibits
contained in such documents, with respect to the factual matters set forth
therein.
Based on the foregoing, and assuming that the terms of each Series of
Securities are otherwise in compliance with applicable law at the time of
issuance of such Securities, we are of the opinion that:
1. When (i) the Registration Statement, as finally amended, has become
effective under the Securities Act, (ii) the amount, price, interest rate and
other principal terms of the Notes relating to such Series have been duly
approved by Board of Directors of the Company, (iii) the applicable Agreements
relating to such Series have been duly executed and delivered by the parties
thereto in substantially the form filed as exhibits to the Registration
Statement, (iv) the related Certificate of Trust has been duly executed and
filed by the Owner Trustee with the Secretary of State of the State of Delaware,
(v) the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended, and (vi) the Notes have been duly executed and authenticated in
accordance with the applicable Agreements, the Notes will constitute valid and
binding obligations of the related Trust as issuer thereof enforceable in
accordance with their terms, and entitled to the benefits of the applicable
Agreements (subject to the effect of bankruptcy, fraudulent conveyance or
transfer, insolvency, reorganization, arrangement, liquidation, conservatorship
and moratorium laws and subject to the limitations imposed by other laws and
judicial decisions relating to or affecting the rights of creditors generally,
to general principles of equity, regardless of whether enforcement is considered
in proceedings in equity or at law, and to an implied covenant of good faith and
fair dealing).
2. When (i) the Registration Statement, as finally amended, has become
effective under the Securities Act, (ii) the amount, price, interest rate and
other principal terms of the Certificates relating to such Series have been duly
approved by the Board of Directors of the Company, (iii) the applicable
Agreements relating to such Series have been duly executed and delivered by the
parties thereto in substantially the form filed as exhibits to the Registration
Statement, and (iv) the Certificates have been duly and validly executed in
accordance with the applicable Agreements, the Certificates will constitute
valid and binding obligations of the applicable Trust as issuer thereof
enforceable in accordance with their terms, and entitled to the benefits of the
applicable Agreements (subject to the effect of bankruptcy, fraudulent
conveyance or transfer, insolvency, reorganization, arrangement, liquidation,
conservatorship and moratorium laws and subject to the limitations imposed by
other laws and judicial decisions relating to or affecting the rights of
creditors generally, to general principles of equity, regardless of whether
enforcement is considered in proceedings in equity or at law, and to an implied
covenant of good faith and fair dealing).
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the offer and sale of the
Securities.
This opinion letter is limited to the laws of the United States of
America, the State of Illinois and Title 12, Chapter 38 of the Delaware Code,
and we express no opinion with respect to the laws of any other state or
jurisdiction.
Our opinions set forth in this letter are based on the facts in
existence and the laws in effect on the date hereof and we expressly disclaim
any obligation to update our opinions herein, regardless of whether changes in
such facts or laws come to our attention after the delivery hereof.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Securities Act or the
rules and regulations thereunder or that this consent is required by Section 7
of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Winston & Strawn
