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EXHIBIT 5
[Letterhead of Lionel, Sawyer & Collins]
October 20, 2000
AMERCO
1325 Airmotive Way, Suite 100
Reno, NV 89502-3239
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 ("Registration Statement") relating to the registration and sale from time
to time by you of up to an aggregate of $350,000,000 of debt securities ("Debt
Securities") consisting of debentures, notes and/or other evidences of
indebtedness representing unsecured obligations of the Company in amounts, at
prices, and on terms to be determined at the time of offering. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them
in the Registration Statement.
In connection with this opinion, we have examined:
a. the Registration Statement;
b. the Articles of Incorporation of AMERCO, as amended, certified
by the Nevada Secretary of State; and
c. the Bylaws of AMERCO certified by the Secretary of AMERCO.
We have assumed that the proceeds from the sale of the Debt Securities
will be used for valid corporate purposes.
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all copies of all documents submitted
to us. We have relied upon the certificates of all public officials and
corporate officers with respect to the accuracy of all matters contained
therein.
We further assume the following:
a. The Registration Statement being declared effective under the
Securities Act of 1933, as amended;
b. The due authorization of any resolutions of the Board of
Directors of AMERCO by which the Debt Securities are to be
issued;
c. The due authorization by the appropriate members of the Board
of Directors of AMERCO and the subsequent execution and
delivery of the agreements or indentures pursuant to which the
Debt Securities are to be issued, and the
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authentication of any such agreements or indentures under the
Trust Indenture Act of 1939, as amended, if required;
d. The due execution, registration and delivery of the
certificate or instrument or instruments evidencing the Debt
Securities; and
e. The securities being established, issued and sold in the
manner specified in the Registration Statement and the
exhibits thereto, in accordance with corporate and
governmental authorities and not in violation of any
applicable law, agreement or instrument.
Based upon the foregoing and subject to the following it is our opinion
that:
The Debt Securities to be issued by AMERCO will be legally issued and
will be the binding obligations of AMERCO subject to bankruptcy, insolvency,
moratorium and similar laws affecting the rights of creditors generally and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and except that certain
provisions of the Debt Securities may not be enforceable in whole or in part
under the laws of the State of Nevada.
You have informed us that you intend to issue the Debt Securities from
time to time on a delayed or continuous basis. Accordingly, this opinion is
subject to the laws, including the rules and regulations, as in effect on the
date hereof. We understand that prior to issuing any Debt Securities you will
advise us in writing of the terms thereof, will afford us an opportunity to
review the operative documents pursuant to which such Debt Securities are to be
issued (including the applicable Prospectus Supplement) and will file such
supplement or amendment to this opinion (if any) as we reasonably consider
necessary or appropriate by reason of the terms of the Debt Securities.
Nothing herein shall be deemed an opinion as to the laws of any
jurisdiction other than the State of Nevada.
This opinion is intended solely for the use of AMERCO in connection
with the Registration Statement. It may not be relied upon by any other person
or for any other purpose, or reproduced or filed publicly by any person, without
the written consent of this firm.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Opinions" in the Registration Statement and Prospectus and in
"Legal Matters" in any Prospectus Supplement. We disclaim liability as an expert
under law.
Very truly yours,
/s/ Lionel, Sawyer & Collins
LIONEL SAWYER & COLLINS
