___________________________________________________________
___________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): October
30, 1998
AMERICAN GENERAL FINANCE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Indiana 1-6155 35-0416090
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) No.)
601 N.W. Second Street, Evansville, IN 47708
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:
(812) 424-8031
___________________________________________________________
___________________________________________________________
<PAGE>
Item 5. Other Events.
On October 30, 1998, a duly authorized Committee (the
"Terms and Pricing Committee") of the Board of Directors of
American General Finance Corporation (the "Company")
authorized the issuance in an underwritten public offering of
$400,000,000 aggregate principal amount of the Company's 5
3/4% Senior Notes due November 1, 2003 (the "Notes") under
the Company's previously filed Registration Statement on Form
S-3 (Registration No. 333-28925), as amended by Amendment No.
1 on July 1, 1997 (the "Registration Statement"), and the
related Prospectus dated July 2, 1997 and Prospectus
Supplement dated October 30, 1998.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits. The following Exhibits are filed as part of
this Report and as Exhibits to the Registration
Statement:
Exhibit
Number Description
4(a) Resolutions of the Terms and Pricing Committee
adopted on October 30, 1998 establishing the
terms of the Notes, certified by an Assistant
Secretary of the Company.
4(b) Form of 5 3/4% Senior Notes due November 1, 2003
5 Opinion of Baker & Daniels, special counsel for
the Company, as to the legality of the Notes.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
Report to be signed on its behalf by the undersigned hereunto
duly authorized.
AMERICAN GENERAL FINANCE CORPORATION
Dated: November 3, 1998 By:/S/ GEORGE W. SCHMIDT
George W. Schmidt
Controller and Assistant
Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4(a) Resolutions of the Terms and Pricing Committee
adopted on October 30, 1998 establishing the
terms of the Notes, certified by an Assistant
Secretary of the Company.
4(b) Form of 5 3/4% Senior Notes due November 1,
2003.
5 Opinion of Baker & Daniels, special counsel for
the Company, as to the legality of the Notes.<PAGE>
EXHIBIT 4(a)
CERTIFICATE
I, Patricia W. Neighbors, an Assistant Secretary of
American General Finance Corporation, an Indiana
corporation (the "Company"), do hereby certify that
attached hereto is a true copy of resolutions duly adopted
by a duly authorized and appointed committee of the Board
of Directors of the Company at a meeting duly called and
held on October 30, 1998, at which meeting a quorum was
present and acting throughout, and such resolutions have
not been amended, modified or rescinded and remain in full
force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: November 3, 1998
/S/ PATRICIA W. NEIGHBORS
Patricia W. Neighbors
Assistant Secretary
<PAGE>
American General Finance Corporation
Date: October 30, 1998
Subject: Meeting of Terms and Pricing Committee
Purpose: The purpose of these resolutions is to authorize a
shelf takedown for the issuance of $400,000,000
aggregate principal amount of 5 3/4% Senior Notes
due November 1, 2003
RESOLUTIONS REGARDING SHELF TAKEDOWN
WHEREAS, this Terms and Pricing Committee of the
Board of Directors of American General Finance Corporation
(the "Company") previously has authorized the creation,
issuance and sale of $3,050,000,000 of debt securities and
warrants to purchase debt securities (the "Shelf
Securities"), such debt securities to be issued under the
Indenture, dated as of May 1, 1997 (the "Indenture"), between
the Company and The First National Bank of Chicago, as
Trustee (the "Trustee"); and
WHEREAS, the Company filed with the Securities and
Exchange Commission (the "Commission") on June 10, 1997 a
Registration Statement on Form S-3 (Registration No.
333-28925) for the Shelf Securities and filed with the
Commission on July 1, 1997 Amendment No. 1 thereto, which
Registration Statement as so amended was declared effective
by the Commission on July 2, 1997;
1. Prospectus Supplement.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman, the
President or any Vice President (any reference to a Vice
President of the Company in these resolutions shall be deemed
to include any Vice President of the Company whether or not
designated by a number or a word or words added before or
after the title "Vice President" and any terms used herein
but not defined herein shall have the meanings given to them
in the Indenture) of the Company be, and each of them hereby
is, authorized and empowered, in the name and on behalf of
the Company, to sign as required and cause to be filed with
the Commission any and all amendments (including, without
limitation, post-effective amendments) to the above-mentioned
Registration Statement, any prospectus supplements,
including, without limitation, a prospectus supplement
describing the terms and provisions of the Notes, as such
term is defined below, and the offer and sale thereof, and
any additional documents which any such officer may deem
necessary or desirable, such amendments and such documents to
be in such forms as the officer executing or filing the same
shall approve, such approval to be conclusively evidenced by
his execution or filing thereof; and be it
2. Authorization of Notes.
FURTHER RESOLVED, that, upon receipt of the purchase
price therefor hereinafter specified, the Company issue, sell
and deliver $400,000,000 aggregate principal amount of its 5
3/4% Senior Notes due November 1, 2003 (the "Notes"), to be
issued as Registered Securities pursuant to the Indenture;
and be it
FURTHER RESOLVED, that all references in the definitions
in the Indenture to the terms "Security" or "Securities"
shall be deemed to and shall include the Notes; and be it
3. Terms of Notes.
FURTHER RESOLVED, that the Notes shall mature and the
unpaid principal thereon shall be payable on November 1,
2003; and be it
FURTHER RESOLVED, that the rate per annum at which
interest shall be payable on the Notes is hereby fixed at 5
3/4%, that interest on the Notes shall accrue beginning
November 4, 1998, that interest shall be payable semi-annually
on the Notes on May 1 and November 1 each year
beginning May 1, 1999, and that the Regular Record Date for
the payment of such interest shall be the April 15 or October
15 immediately preceding each such May 1 or November 1, as
the case may be, and otherwise as provided in the Indenture;
and be it
FURTHER RESOLVED, that no sinking fund shall be provided
for the Notes and that the Notes shall not be redeemable at
the option of the Company or repayable at the option of the
holders thereof prior to maturity; and be it
FURTHER RESOLVED, that the purchase price for the Notes
to be paid to the Company by Donaldson, Lufkin & Jenrette
Securities Corporation and Lehman Brothers Inc., the
Underwriters of the Notes (the "Underwriters"), pursuant to
the Pricing Agreement relating thereto hereinafter referred
to, including the Underwriting Agreement attached thereto,
shall be 99.177% of the principal amount of the Notes, plus
accrued interest, if any, from November 4, 1998; and be it
FURTHER RESOLVED, that the initial price to the public
of the Notes shall be 99.627% of the principal amount of the
Notes, plus accrued interest, if any, from November 4, 1998;
and be it
FURTHER RESOLVED, that pursuant to Section 203 of the
Indenture, the Notes are to be issuable in permanent global
form without coupons, that the aggregate amount of
Outstanding Securities represented thereby may from time to
time be increased or reduced to reflect exchanges and that
the U.S. Depository with respect to the Notes shall initially
be The Depository Trust Company; and be it
FURTHER RESOLVED, that the form, terms and provisions
relating to the Notes to be established pursuant to
Section 301 of the Indenture, and the form of Note relating
thereto to be established pursuant to Section 201 of the
Indenture, submitted to this meeting, completed in accordance
with the foregoing resolutions and with such changes therein,
additions thereto and deletions therefrom as the officers
executing the same shall approve, the approval of such
officers to be conclusively evidenced by their execution and
delivery thereof, be, and they hereby are, approved; and be
it
4. Officers' Certificate and Company Order.
FURTHER RESOLVED, that the Chairman, the President or
any Vice President, together with the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary
of the Company be, and they hereby are, authorized and
empowered, in the name and on behalf of the Company, to
execute, seal, acknowledge and deliver an Officers'
Certificate relating to the Notes pursuant to Sections 301
and 303 of the Indenture, in such forms and in such number of
counterparts as the officers so acting shall approve, the
approval of such officers to be conclusively evidenced by
their execution and delivery thereof; and be it
FURTHER RESOLVED, that the Chairman, the President, the
Treasurer or any Assistant Treasurer, together with the
Secretary or any Assistant Secretary of the Company be, and
they hereby are, authorized and empowered, in the name and on
behalf of the Company, to execute, seal, acknowledge and
deliver a Company Order relating to the Notes pursuant to
Section 303 of the Indenture, in such forms and in such
number of counterparts as the officers so acting shall
approve, the approval of such officers to be conclusively
evidenced by their execution and delivery thereof; and be it
5. Paying Agent.
FURTHER RESOLVED, that The First National Bank of
Chicago be, and it hereby is, designated and appointed Paying
Agent with respect to the Notes at its Corporate Trust Office
and New York Facility pursuant to Section 1002 of the
Indenture; and be it
6. Execution of Notes.
FURTHER RESOLVED, that the Chairman, the President or
any Vice President of the Company be, and each of them hereby
is, authorized and empowered, in the name and on behalf of
the Company, to execute and deliver under the corporate seal
attested to by the Treasurer or Secretary of the Company or
one of its Assistant Treasurers or Assistant Secretaries the
Notes as authorized above in substantially such form,
completed in accordance with the foregoing resolutions and
with such changes therein, additions thereto and deletions
therefrom as the officers executing the same shall approve,
the approval of such officers to be conclusively evidenced by
their execution and delivery thereof; and be it
7. Pricing Agreement.
FURTHER RESOLVED, that the form, terms and provisions of
the Pricing Agreement, including the Underwriting Agreement
attached thereto, relating to the Notes, among the Company
and the Underwriters, copies of which Pricing Agreement were
submitted to this meeting, be, and they hereby are, approved,
and the Chairman, the President, any Vice President, the
Treasurer or any Assistant Treasurer be, and each of them
hereby is, authorized and empowered, in the name and on
behalf of the Company, to execute and deliver, in such number
of counterparts as the officer so acting deems advisable, a
Pricing Agreement relating to the Notes in substantially the
form presented to this meeting, completed in accordance with
the foregoing resolutions and with such changes therein,
additions thereto and deletions therefrom as the officer
executing the same shall approve, the approval of such
officer to be conclusively evidenced by his execution and
delivery thereof (such Pricing Agreement, as executed and
delivered, being herein referred to as the "Pricing
Agreement"); and be it
8. Letter of Representations.
FURTHER RESOLVED, that the form, terms and provisions of
the Letter of Representations relating to certain matters
arising in connection with the issuance of the Notes, among
the Company, the Trustee and The Depository Trust Company,
copies of which Letter of Representations were submitted to
this meeting, be, and they hereby are, approved, and the
Chairman, the President, any Vice President, the Treasurer or
any Assistant Treasurer be, and each of them hereby is,
authorized and empowered, in the name and on behalf of the
Company, to execute and deliver, in such number of
counterparts as the officer so acting deems advisable, the
Letter of Representations in substantially the form presented
to this meeting, with such changes therein, additions thereto
and deletions therefrom as the officer executing the same
shall approve, such approval to be conclusively evidenced by
his execution and delivery thereof; and be it
9. Miscellaneous.
FURTHER RESOLVED, that each of the officers of the
Company be, and each of them acting alone hereby is,
authorized and empowered, in the name and on behalf of the
Company, to take, or cause to be taken, any and all action
which such officer may deem necessary or desirable to carry
out the purposes and intent of the foregoing resolutions and
to perform, or cause to be performed, the obligations of the
Company under the Notes, the Indenture, the Pricing Agreement
and the Letter of Representations.
Exhibit 4(b)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
ONE OR MORE NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, 55 WATER STREET, NEW YORK, NEW YORK, A NEW YORK
CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH
NOMINEE TO A SUCCESSOR TO DTC OR A NOMINEE OF SUCH
SUCCESSOR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. _____ $200,000,000
CUSIP: 02635K CK 8
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
5 3/4% SENIOR NOTE DUE NOVEMBER 1, 2003
AMERICAN GENERAL FINANCE CORPORATION, a corporation
duly organized and existing under the laws of the State of
Indiana (the "Company", which term includes any successor
corporation under the Indenture referred to herein), for
value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of TWO HUNDRED
MILLION DOLLARS on November 1, 2003 (the "Maturity Date")
and to pay interest thereon from November 4, 1998 or from
the most recent Interest Payment Date (hereinafter defined)
to which interest has been paid or duly provided for,
semiannually in arrears on May 1 and November 1 (each an
"Interest Payment Date") in each year commencing on May 1,
1999, and on the Maturity Date, at the rate of 5 3/4% per
annum, until the principal hereof is paid or duly provided
for.
Interest payments on this Note will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
If any date for the payment of principal, premium, if any,
or interest on this Note (each a "Payment Date") falls on a
day which is not a Business Day (as defined below), the
principal, premium, if any, or interest payable with
respect to such Payment Date will be paid on the next
succeeding Business Day with the same force and effect as
if made on such Payment Date, and no interest shall accrue
on the amount so payable for the period from and after such
Payment Date to such next succeeding Business Day.
"Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in the City of Chicago or the Borough of
Manhattan, The City of New York are authorized or obligated
by law or executive order to close.
The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will be paid to
the Person in whose name this Note (or one or more
Predecessor Securities) is registered in the Security
Register at the close of business on the Regular Record
Date for such interest payment, which shall be the April 15
or October 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the registered
Holder on such Regular Record Date and may be paid to the
Person in whose name this Note (or one or more Predecessor
Securities) is registered in the Security Register at the
close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not less
than ten (10) days prior to such Special Record Date, or
may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more
fully provided in the Indenture.
Payment of the principal, premium, if any, and
interest on this Note will be made in immediately available
funds at the office or agency of the Company maintained for
such purpose in the City of Chicago or the Borough of
Manhattan, The City of New York, in such coin or currency
of the United States of America as at the time of payment
is legal tender for payment of public and private debts.
This 5 3/4% Senior Note due November 1, 2003
(collectively, the "Notes") is one of a duly authorized
issue of senior debt securities (hereinafter called the
"Securities") of the Company, issued and to be issued in
one or more series under an Indenture dated as of May 1,
1997 (herein called the "Indenture") between the Company
and The First National Bank of Chicago, as Trustee (herein
called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all
indentures supplemental thereto and the Officers'
Certificate setting forth the terms of this series of
Securities reference is hereby made for a statement of the
respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the
Holders, and the terms upon which the Notes are, and are to
be, authenticated and delivered.
The Notes are not subject to redemption, as a whole or
in part, at the option of the Company or repayment at the
option of the Holder prior to the Maturity Date.
If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the
effect and subject to the conditions provided in the
Indenture.
Subject to certain exceptions, the Indenture permits
the Company and the Trustee to enter into one or more
supplemental indentures, with the consent of the Holders of
a majority in aggregate principal amount of the Outstanding
Securities of each series to be affected by such
supplemental indentures, for the purpose of adding any
provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of modifying in any
manner the rights of the Holders of Securities of such
series. The Indenture also permits the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all
the Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of, premium, if any,
and interest on this Note at the times, places and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note
may be registered on the Security Register of the Company
upon surrender of this Note for registration of transfer at
the office or agency of the Company maintained for such
purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder
hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes having the same terms as
this Note, of authorized denominations and for the same
aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture, and
subject to certain limitations therein or herein set forth,
this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations,
having the same terms as this Note.
No service charge will be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name
this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not any payment
with respect to this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected
by notice to the contrary.
All capitalized terms used in this Note but not
defined in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture;
and all references in the Indenture to "Security" or
"Securities" shall be deemed to include the Notes.
THIS NOTE, INCLUDING THE VALIDITY HEREOF, AND THE
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF INDIANA, EXCEPT THAT THE
RIGHTS, LIMITATIONS OF RIGHTS, OBLIGATIONS, DUTIES AND
IMMUNITIES OF THE TRUSTEE SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF ILLINOIS.
Unless the Certificate of Authentication hereon has
been executed by The First National Bank of Chicago, the
Trustee under the Indenture, or its successor thereunder,
by the manual signature of one of its authorized officers,
this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile,
and its corporate seal or a facsimile thereof to be
imprinted hereon.
AMERICAN GENERAL FINANCE
CORPORATION
[Seal]
By: ______________________
Robert A. Cole
Senior Vice President
and Chief Financial
Officer
By: ______________________
Bryan A. Binyon
Treasurer
Date: November 4, 1998
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated herein referred to in the within-
mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ________________________________
Authorized Officer
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the first page of this instrument, shall be
construed as though they were written out in full according
to applicable laws or regulations.
UNIF GIFT MIN ACT -- _____________________
(Cust)
Custodian ________________________
(Minor)
Under Uniform Gifts to Minors Act
________________________
(State)
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as
tenants in common
Additional abbreviations may also be used though
not in the above list.
_________________________________________________
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________________________
Please print or typewrite name and address including postal
zip code and telephone number of assignee
______________________ ____________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
___________________________________________________attorney
to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated:__________ _____________________________
NOTICE: The signature on this
assignment must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change
whatever.
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204-1782
(317) 237-0300
FAX (317) 237-1000
www.bakerdaniels.com
EXHIBIT 5
November 2, 1998
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: 5-3/4% Senior Notes due November 1, 2003
Ladies and Gentlemen:
We have acted as counsel to American General Finance
Corporation, an Indiana corporation (the "Company"), in
connection with the issuance and sale by the Company of
$400,000,000 aggregate principal amount of the Company's
5-3/4% Senior Notes due November 1, 2003 (the "Notes"),
including the preparation of:
(a) The Company's Registration Statement on Form S-3
(Registration No. 333-28925), as amended by Amendment No. 1
on July 1, 1997 (the "Registration Statement"), including
the Prospectus, dated July 2, 1997, constituting a part
thereof (the "Prospectus").
(b) The Pricing Agreement, dated October 30, 1998,
including the Underwriting Agreement incorporated therein,
among the Company and the Underwriters of the Notes
(together, the "Pricing Agreement").
(c) The Indenture, dated as of May 1, 1997, between
the Company and The First National Bank of Chicago, as
Trustee, pursuant to which the Notes are to be issued (the
"Indenture").
For purposes of this opinion, we have examined
originals or copies, identified to our satisfaction, of
such documents, corporate records, instruments and other
relevant materials as we have deemed advisable; and we have
made such examination of statutes and decisions and
reviewed such questions of law as we have considered
necessary or appropriate. In our examination, we have
assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as
copies, and the authenticity of the originals of such
copies. As to facts material to this opinion, we have
relied upon certificates, statements or representations of
public officials, of officers and representatives of the
Company and of others, without any independent verification
thereof.
The laws covered by the opinions expressed herein are
limited to the laws of the State of Indiana.
On the basis of and subject to the foregoing, we are
of the opinion that:
1. The Company is existing as a corporation under
the laws of the State of Indiana.
2. The issuance of the Notes has been duly
authorized by all necessary corporate action of the Company
and, when the Notes have been duly executed, authenticated,
sold and delivered in accordance with the terms of the
Indenture and as described in the Registration Statement
and in the Pricing Agreement, the Notes will be valid and
binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium or other laws of general applicability relating
to or affecting enforcement of creditors' rights or by
general equity principles.
We consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to us under the heading "Legal Opinions" in the Prospectus.
In giving such consent, we do not admit that we come within
the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the
rules or regulations of the Securities and Exchange
Commission thereunder.
Yours very truly,
/s/ BAKER & DANIELS
