Exhibit 5.2
[Letterhead of Richards, Layton & Finger]
November 2, 2000
The CIT Group Securitization Corporation II
650 CIT Drive
Livingston, New Jersey 07039
The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
RE: Formation of CIT RV Trust
Dear Sirs:
We have acted as special Delaware counsel to The CIT Group
Securitization Corporation II, a Delaware corporation (the "Depositor") in
connection with the Registration Statement on Form S-3 (the "Shelf Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), and a preliminary prospectus (the "Base Prospectus") relating to the
public offering of up to $1,067,666,271 in principal amount of asset backed
certificates (the "Certificates") as described in the Base Prospectus and
prospectus supplement which form a part of the Shelf Registration Statement (the
"Prospectus Supplement"). Each series of Certificates will be issued pursuant to
a trust agreement (the "Trust Agreement") substantially in the form filed as
Exhibit 4.2 to the Registration Statement No. 33-65057, pursuant to which the
Depositor will organize the CIT RV Trust (the "Trust"). Certain rights of the
holders of the Certificates will be governed by a sale and servicing agreement
(the "Sale and Servicing Agreement") substantially in the form filed as Exhibit
4.3 to the Registration Statement No. 33-65057.
<PAGE>
The CIT Group Securitization Corporation II
The CIT Group, Inc.
November 2, 2000
Page 2
In connection with this opinion, we have examined forms of the Trust
Agreement, the Sale and Servicing Agreement and the Certificates. We have not
reviewed any documents other than the foregoing documents for purposes of
rendering our opinions as expressed herein, and we have assumed that there
exists no provision of any such other document that bears upon or is
inconsistent with our opinions as expressed herein. We have conducted no
independent factual investigation of our own but have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
We have assumed, with respect to the Trust Agreement and the Sale
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 Certificates thereunder; (b) at the
time of such execution, each such party 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; (d) at the
time of such execution, the Basic Documents will be the legal, valid and binding
obligation of each such party, and will be enforceable against each such party
in accordance with their terms; (e) the Certificates will be duly executed and
delivered by the Trust and duly authenticated in accordance with the Trust
Agreement; and (f) during the period from the date hereof until the date of such
execution and delivery, there will be no change in (i) any relevant
authorization, law or regulation, or interpretation thereof, (ii) the terms and
conditions of the Basic Documents or the Certificates, or (iii) any set of facts
or circumstances relating to the Basic Documents or the Certificates.
Based upon the foregoing, we are of the opinion that assuming the
due execution of the Basic Documents, each in substantially the form presented
to us, upon the issuance, authentication and delivery of the Certificates in the
form presented to us and in accordance with the provisions of the Sale and
Servicing Agreement and the Trust Agreement against payment therefor, the
Certificates will be legally issued, fully paid and, subject to Section 2.7 of
the Trust Agreement, nonassessable Certificates representing undivided interests
in the Trust, and will be entitled to the benefits of the Trust Agreement.
We have not participated in the preparation of any offering
materials with respect to the Certificates and assume no responsibility for
their contents.
<PAGE>
The CIT Group Securitization Corporation II
The CIT Group, Inc.
November 2, 2000
Page 3
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 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/ Richards, Layton & Finger
EAM/XJS
