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EXHIBIT 5.1
Mark J. Ohringer
General Counsel and Secretary
312.441.7128 DIRECT
312.441.7456 FAX
[email protected]
November 29, 2000
Heller Financial, Inc.
500 West Monroe Street
Chicago, IL 60661
RE: Registration Statement on Form S-8 of Heller Financial, Inc. (the
"Registration Statement") registering $50,000,000 in deferred
compensation obligations and 500,000 shares of Class A Common Stock,
$.25 par value
Ladies and Gentlemen:
I have acted as General Counsel for Heller Financial, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8 of
the offer and sale of up to $50,000,000 of deferred compensation and matching
obligations (the "Obligations"), which will represent unsecured obligations of
the Company, and up to 500,000 shares of Class A Common Stock, $.25 par value,
of the Company (the "Common Stock") under the Heller Financial, Inc. Deferral
Restoration Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of:
(i) the Registration Statement to be filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Amended and Restated
Certificate of Incorporation of the Company, as currently in effect; (iii) the
Amended and Restated By-Laws of the Company, as currently in effect; (iv) the
Plan; and (v) the proceedings of the Benefits Committee of the Company with
respect to the establishment of the Plan. I have also examined such other
documents as I have deemed necessary or appropriate as a basis for the opinion
set forth below.
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In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authority of all documents
submitted to me as certified or photostatic copies, and the authenticity of the
originals of all documents. As to any facts material to this opinion which I did
not independently verify, I have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing, I am of the opinion that (i)
when issued by the Company in the manner provided in the Plan, the Obligations
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 or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general
principals of equity, and (ii) when issued and delivered by the Company pursuant
to the Plan, the shares of Common Stock being registered will be legally issued,
fully paid and non-assessable shares of Common Stock.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving such consent, I do not concede
that I am an expert within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ MARK OHRINGER
Mark J. Ohringer
General Counsel
