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EXHIBIT 5.2
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[LETTERHEAD OF HALL, ESTILL HARDWICK, GABLE, GOLDEN & NELSON, P.C.]
November 28, 2000
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, Oklahoma 74135
Re: REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have acted as counsel to Dollar Thrifty Automotive Group, Inc., a
Delaware corporation (the "COMPANY"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), of a Registration
Statement on Form S-8 (the "REGISTRATION STATEMENT"), relating to 2,400,000
shares of the Company's Common Stock, par value $.01 per share (the "SHARES")
issued or issuable under the Company's Long-Term Incentive Plan, as amended (the
"PLAN"), referred to therein.
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below.
Based upon the foregoing, we are of the opinion that, upon issuance and
delivery of the Shares in accordance with the Plan (which is filed as Exhibits
10.10, 10.13 and 10.19 (all incorporated by reference) to the Registration
Statement), the Shares will be duly authorized, validly issued and outstanding,
and fully paid and nonassessable.
Our opinion expressed above is limited to the laws of the State of
Oklahoma, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement, including the prospectus constituting a part thereof,
and any amendment thereto. In giving such consent, we do not thereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of the SEC
thereunder.
We note that Stephen W. Ray, a shareholder and director of this firm,
serves as Secretary of the Company.
Very truly yours,
HALL, ESTILL, HARDWICK, GABLE, GOLDEN
& NELSON, P.C.
