EXHIBIT 5
[Letterhead of Schulte Roth & Zabel LLP]
December 29, 2000
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
Dear Ladies and Gentlemen:
We have acted as special counsel to The CIT Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the offer
and sale of 1,000,000 shares of common stock, par value $.01 per share, of the
Company (the "Shares") issuable to participants in The CIT Group, Inc. Savings
Incentive Plan (the "Plan"), and an indeterminate amount of interests in the
Plan.
In this capacity, we have examined originals, telecopies or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and all 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.
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.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares to be offered under
the Plan, to the extent constituting original issuance securities, have been
duly authorized and, when issued and delivered to Plan participants in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in Item 5 of the
Registration Statement. In giving such consent, we do not thereby 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 promulgated
thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
