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Exhibit 5
DICKINSON WRIGHT PLLC
38525 Woodward Avenue, Suite 2000
Bloomfield Hills, MI 48304-2970
Telephone: (248) 433-7200
Facsimile: (248) 433-7274
http://www.dickinson-wright.com
June 23, 2000
Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126
Ladies and Gentlemen:
We are acting as counsel to Visteon Corporation (the "Company") in
connection with the Registration Statement on Form S-3 being filed today by the
Company (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). The Registration Statement covers $2,000,000,000 in
aggregate principal amount of debt securities of the Company (the "Securities")
issuable from time to time under an Indenture dated as of the date hereof
between the Company and Bank One Trust Company, N.A., trustee (the "Trustee"),
in the form filed as Exhibit 4.1 to the Registration Statement (the
"Indenture").
In our capacity as such counsel, we have examined (i) an unexecuted
copy of the Indenture and (ii) copies of the charter and bylaws of the Company,
and of certain resolutions adopted by unanimous written consent of the Board of
Directors of the Company, all certified by the Secretary of the Company as of
the date hereof. We also have examined such other corporate records of the
Company and such other documents and certificates of public officials and
officers of the Company as we have deemed necessary as a basis for the opinions
hereinafter expressed.
Based on the foregoing, and having regard for such legal considerations
as we consider relevant, we are of the following opinion:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware, with corporate power and authority
to execute the Indenture and to issue the Securities.
2. The Board of Directors of the Company has duly authorized a
Securities Pricing Committee of the Board of Directors, empowered, at any time
prior to the annual meeting of stockholders of the Company in the year 2001, to
take all action necessary to authorize the Company to execute and deliver the
Indenture, to fix the terms of one or more issues of the Securities up to a
maximum aggregate principal amount at stated maturity of $2,000,000,000 and to
authorize the issue and sale of such Securities.
3. When (a) the said Securities Pricing Committee shall have taken
action by appropriate proceedings to authorize the Company to execute and
deliver the Indenture, to fix the terms of one or more issues of Securities up
to such maximum aggregate principal amount and to authorize the issuance and
sale thereof, (b) the registration requirements of the Securities Act and such
state and foreign securities laws as
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may be applicable shall have been complied with, (c) the Indenture shall have
been executed and delivered by the Company, shall have been authorized, executed
and delivered by the Trustee and shall have been qualified under the Trust
Indenture Act of 1939, as amended, and (d) Securities with terms so fixed shall
have been authenticated under the Indenture and shall have been issued, sold and
delivered against payment therefor in accordance with the Indenture and such
action of the Securities Pricing Committee, then: (1) the Indenture will
constitute a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms; and (2) such Securities will
constitute legally issued, fully paid, non-assessable, valid and binding
obligations of the Company, entitled to the benefits provided by the Indenture.
The opinions expressed above are subject to the following limitations
and qualifications:
(a) Enforceability of the rights and remedies set forth in the
Indenture and in the Securities is subject, in each case, to the effect of any
applicable bankruptcy, fraudulent conveyance, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
to the discretionary nature of specific performance, injunctive relief and other
equitable remedies, including the appointment of a receiver.
(b) Enforceability of the Indenture and the Securities is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), including requirements of
reasonableness and good faith in the exercise of rights and remedies under any
of the Indenture and the Securities.
(c) Although certain provisions of the Indenture and the Securities
may not be enforceable in whole or in part under the laws of the State of
Michigan, the inclusion of such provisions does not affect the validity of
either of the Indenture or the Securities taken together and each of the
Indenture and the Securities contains adequate provisions for enforcing payment
of the obligations evidenced thereby and for the practical realization of the
benefits intended to be provided thereby.
(d) With respect to our opinion regarding valid existence and good
standing of the Company in paragraph 1, we have relied without independent
investigation upon certificates of the Secretary of State of the State of
Delaware dated May 18, June 2 and June 22, 2000.
We call to your attention that the Indenture is expressly governed, by
its terms, by the laws of the State of New York. We do not purport to express
any opinion herein concerning any laws other than the internal laws of the State
of Michigan, applicable federal laws of the United States of America and the
General Corporation Law of the State of Delaware. This opinion letter is limited
to the specific issues addressed herein and is predicated solely upon laws and
regulations in existence as of the current date and as they currently apply and
to the facts as they currently exist. We assume no obligation to revise or
supplement this opinion letter should such matters change by legislative action,
judicial decision or otherwise.
We hereby consent to the use of this opinion letter as Exhibits 5 and
23.2 to the Registration Statement and to the use of our name under the heading
"Legal Opinions" in the Prospectus included therein. In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
DICKINSON WRIGHT PLLC
By: /s/ Patrick Daugherty
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Patrick Daugherty
Member
PDD:JBW:JKL
