__________________________________________________________
__________________________________________________________
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):
December 7, 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 December 7, 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
$200,000,000 aggregate principal amount of the Company's 5
7/8% Senior Notes due December 15, 2005 (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 December 7, 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 December 7, 1998
establishing the terms of the Notes,
certified by an Assistant Secretary of the
Company.
4(b) Form of 5 7/8% Senior Note due December 15,
2005.
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: December 9, 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 December 7, 1998 establishing the
terms of the Notes, certified by an Assistant
Secretary of the Company.
4(b) Form of 5 7/8% Senior Note due December 15,
2005.
5 Opinion of Baker & Daniels, special counsel for
the Company, as to the legality of the Notes.<PAGE>
EXHIBIT 4(a)
CERTIFICATE
I, Susan A. Jacobs, 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 December 7,
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: December 9, 1998
/S/ SUSAN A. JACOBS
Susan A. Jacobs
Assistant Secretary
<PAGE>
American General Finance Corporation
Date: December 7, 1998
Subject: Meeting of Terms and Pricing Committee
Purpose: The purpose of these resolutions is to authorize a
shelf takedown for the issuance of $200,000,000
aggregate principal amount of 5 7/8% Senior Notes
due December 15, 2005
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 $200,000,000 aggregate principal amount of its
5 7/8% Senior Notes due December 15, 2005 (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 December 15,
2005; and be it
FURTHER RESOLVED, that the rate per annum at which
interest shall be payable on the Notes is hereby fixed at 5
7/8%, that interest on the Notes shall accrue beginning
December 10, 1998, that interest shall be payable semi-annually
on the Notes on June 15 and December 15 each year
beginning June 15, 1999, and that the Regular Record Date for
the payment of such interest shall be the June 1 or December
1 immediately preceding each such June 15 or December 15, 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 Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated, 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 99.318% of the principal amount of the Notes, plus
accrued interest, if any, from December 10, 1998; and be it
FURTHER RESOLVED, that the initial price to the public
of the Notes shall be 99.868% of the principal amount of the
Notes, plus accrued interest, if any, from December 10, 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, any
Vice 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. 001 $200,000,000
CUSIP: 02635K CL 6
GLOBAL SECURITY
AMERICAN GENERAL FINANCE CORPORATION
5 7/8% SENIOR NOTE DUE DECEMBER 15, 2005
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 December
15, 2005 (the "Maturity Date") and to pay interest thereon
from December 10, 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 June 15
and December 15 (each an "Interest Payment Date") in each
year commencing on June 15, 1999, and on the Maturity Date,
at the rate of 5 7/8% 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 June 1 or December 1
(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 7/8% Senior Note due December 15, 2005
(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: December 10, 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
December 8, 1998
American General Finance Corporation
601 N.W. Second Street
Evansville, Indiana 47708
Re: 5-7/8% Senior Notes due December 15, 2005
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
$200,000,000 aggregate principal amount of the Company's
5-7/8% Senior Notes due December 15, 2005 (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 December 7, 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
