Exhibit 5.1
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
June 21, 2000
A.I. Receivables Transfer Corp.
Registration Statement on Form S-3
A.I. Receivables Transfer Corp.
160 Water Street
New York, New York 10038
We have acted as counsel to A.I. Receivables Transfer
Corp., a Delaware corporation, (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission of the
Company's Registration Statement on Form S-3, (together with the exhibits and
any and all amendments thereto, the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration by the Company of asset-backed notes (the "Asset-Backed Notes"). As
described in the Registration Statement, the Asset-Backed Notes will be issued
in series (and may be issued in classes within any given series), with each
series being issued by AIG Credit Premium Finance Master Trust, a Delaware
business trust, (the "Trust") which was formed by the Company pursuant to a
master trust agreement (the "Master Trust Agreement") between the Trust and
Chase Manhattan Bank Delaware, as owner trustee (the "Trustee") secured by a
base indenture, (the "Base Indenture") between the Trust and Bank One, National
Association, as indenture trustee (the "Indenture Trustee"), which will be
supplemented by an Indenture Supplement for each series (the "Indenture
Supplement" and the Base Indenture as so supplemented, the "Indenture").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the Master Trust Agreement, the Base Indenture, the form of Indenture
Supplement filed with the Registration Statement and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers, directors and representatives of
the Company, and the Trust, and have made such inquiries of such officers,
directors and representatives, as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signature, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company and the Trust. We have
also assumed that the Company and the Trust are duly organized and validly
existing and have the requisite power and authority to execute, deliver and
perform their obligations under the Master Trust Agreement and the Indenture.
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The opinion set forth below is also based on the assumptions that (i) the
Registration Statement, as finally amended (including any necessary
post-effective amendments), has become effective under the Securities Act, (ii)
the amount, price, interest rate and other principal terms of the Asset-Backed
Notes have been or will be duly approved by the Board of Directors (or the
authorized designees) of the Company, (iii) the Master Trust Agreement, the Base
Indenture and the Indenture Supplement have been duly authorized, executed and
delivered by the parties thereto substantially in the form filed as an exhibit
to the Registration Statement, and (iv) the Asset-Backed Notes have been duly
executed by the Trustee and authenticated by the Trustee in accordance with the
Master Trust Agreement and sold and delivered by the Trust against payment
therefor.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that any Asset-Backed Notes, when sold,
will be legally issued, fully paid and non-assessable and will be the binding
obligation of the Trust, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors rights and remedies generally, and subject to general principles or
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
The opinions herein are limited to the laws of the State of
New York and the federal laws of the United States, and we express no opinion as
to the effect on the matters covered by this opinion of the laws of any other
jurisdiction.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement. We further consent to the reference to our firm's
name under the caption "Legal Matters" in the prospectus which is a part of the
Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
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