<PAGE>
Exhibit 5.1
{Letterhead of Schulte Roth & Zabel LLP}
January 12, 2001
NCT Funding Company, L.L.C, as Depositor
650 CIT Drive
Livingston, New Jersey 07039
Dear Sirs:
We have acted as special counsel to you (the "Company") in
connection with the Registration Statement on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the receivable-backed notes (the "Notes") described in the
prospectus and prospectus supplement which form a part of the Registration
Statement. Each series of Notes will be issued pursuant to an indenture (the
"Indenture"), substantially in the form filed as Exhibit 4.3 to the Registration
Statement, between the trust (the "Trust") formed pursuant to the trust
agreement, substantially in the form filed as Exhibit 4.1 to the Registration
Statement (the "Trust Agreement"), and the indenture trustee named in the
related prospectus supplement. Certain rights of the holders of the Notes will
be governed by a pooling and servicing agreement (the "Pooling and Servicing
Agreement") substantially in the form filed as Exhibit 4.2 to the Registration
Statement.
In connection with this opinion, we have examined signed
copies of the Registration Statement and originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for this opinion.
<PAGE>
NCT Funding Company, L.L.C.
January 12, 2001
Page 2
As to all matters of fact, we have relied upon and assumed the
accuracy of statements and representations of officers and other representatives
of the Company and others.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, 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.
We have also assumed, with respect to the Trust Agreement, the
Indenture, and the Pooling and Servicing Agreement (collectively, the "Basic
Documents"), that: (a) each of the Basic Documents will be duly executed and
delivered by each of the parties thereto prior to the issuance of any of the
Notes thereunder; (b) at the time of such execution, each party to the Basic
Documents other than the Company will be duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization and will
have all requisite power and authority to execute, deliver and perform its
obligations under each of the Basic Documents; (c) the execution and delivery of
the Basic Documents and performance of such obligations will have been duly
authorized by all necessary actions on the part of each such party other than
the Company; (d) the Basic Documents will be the legal, valid and binding
obligation of each such party, other than the Company, and will be enforceable
against each such party, other than the Company, in accordance with its terms;
and (e) during the period from the date hereof until the date of such execution
and delivery, there will be no change in (i) any relevant conditions of the
Basic Documents or (ii) any set of facts or circumstances relating to the Basic
Documents.
We are attorneys admitted to practice in the State of New York
and the opinion set forth below is limited to the laws of the State of New York,
the Delaware General Corporation Law and the Federal laws of the United
States of America.
Based upon the foregoing, we are of the opinion that when each
of the Basic Documents, each in substantially the form presented to us, has been
duly authorized by all necessary action and has been duly executed and
delivered, upon the issuance, authentication and delivery of the Notes in
accordance with the terms of the Pooling and Servicing Agreement and the
Indenture against payment therefor as contemplated by the related prospectus and
prospectus supplement, the Notes will constitute valid and binding obligations
of the Trust, enforceable in accordance with their terms subject to applicable
bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium and
similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law), and will be entitled
to the benefits of the Basic Documents.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm appearing under
the heading "Legal Matters" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of
<PAGE>
NCT Funding Company, L.L.C.
January 12, 2001
Page 3
persons whose consent is required under Section 7 of the Securities Act or the
General Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
