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EXHIBIT 5
September 28, 2000
Countrywide Credit Industries, Inc.
4500 Park Granada
Calabasas, California 91302
Ladies and Gentlemen:
I have acted as counsel to Countrywide Credit Industries, Inc. (the "Company")
in connection with the preparation of the Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of the Countrywide Credit
Industries, Inc. Amended and Restated Deferred Compensation Plan (the "Plan")
and $18,000,000 in deferred compensation obligations pursuant thereto (the
"Obligations"), which Obligations represent unsecured obligations of the Company
and affiliated companies to pay deferred compensation in the future.
In connection with rendering this opinion I have examined originals, or copies
identified to my satisfaction as being true copies of originals, of such
documents as I have deemed appropriate. In such examination, I have assumed that
all signatures on original documents were genuine and that all documents were
duly executed and delivered, where due execution and delivery are requisite to
the effectiveness thereof.
On the basis of the foregoing examination and assumptions, and in reliance
thereon, and upon consideration of applicable law, I am of the opinion that the
Obligations covered by the Registration Statement, have been duly authorized,
and upon issuance of the Obligations in accordance with the Plan, such
Obligations will be legally valid and binding obligations of the Company,
enforceable in accordance with their terms, except as enforcement thereof may be
limited by (i) bankruptcy, reorganization, insolvency, moratorium and other
similar laws and court decisions of general application, including, without
limitation, statutory or other laws regarding fraudulent or preferential
transfers, relating to, limiting or affecting the enforcement of creditor's
rights generally, and (ii) the effect of general principles of equity upon the
specific enforceability of any of the remedies, covenants or other provisions of
the Plan and upon the availability of injunctive relief or other equitable
remedies and the application of principles of equity (regardless of whether
enforcement is considered in proceedings at law or in equity) as such principles
relate to, limit or affect the enforcement of creditors' rights generally.
I am admitted to practice in the State of California, and I render no opinion
herein as to matters involving the laws of any jurisdiction other than the State
of California and the federal laws of the United States of America, except that
I am generally familiar with the laws of the State of Delaware presently in
effect as they relate to corporate organization for purposes of the opinion set
forth herein. This opinion is limited to such laws as they presently exist, to
present judicial interpretation thereof and to the facts as they presently
exist. I assume no obligation to revise or supplement this opinion should the
present laws of the jurisdictions mentioned herein be changed by legislative
actions, judicial decisions or otherwise.
I hereby consent to the inclusion of this opinion as an exhibit in the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Sandor E. Samuels
Sandor E. Samuels
General Counsel
