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[HOUSEHOLD LETTERHEAD]
September 13, 2000
EXHIBIT 5
Household Finance Corporation
2700 Sanders Road
Prospect Heights, IL 60070
Re: Household Finance Corporation
Registration Statement on Form S-3
for $10 Billion of Medium Term Notes
and Warrants to Purchase Medium Term Notes
Gentlemen:
As Vice President-Corporate Law and Assistant Secretary of Household
International, Inc., the parent company of Household Finance Corporation
("HFC"), I am generally familiar with the proceedings in connection with HFC's
Registration Statement on Form S-3 (the "Registration Statement") in which
$10,000,000,000 aggregate principal amount of Medium Term Notes and Warrants to
Purchase Medium Term Notes of HFC are being registered. Each issuance of Medium
Term Notes will constitute senior debt of HFC and will be issuable under an
Indenture dated as of December 1, 1993 between HFC and The Chase Manhattan Bank,
as Trustee (the "Indenture"). The Warrants, if and when issued, will be
issuable under a warrant agreement between HFC and a national or state banking
institution (the "Warrant Agreement"). The foregoing Indenture and the form of
the Warrant Agreement have been filed with the Securities and Exchange
Commission (the "Commission") as exhibits to the Registration Statement.
Based upon my review of the records and documents of HFC, I am of the
opinion that:
1. HFC is a corporation duly incorporated and validly existing under the laws
of the State of Delaware.
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Household Finance Corporation
September 13, 2000
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2. The Indenture has been duly authorized, executed and delivered by HFC,
and constitutes the valid and legally binding instrument of HFC enforceable
in accordance with its terms, except as enforcement of the provisions
thereof may be limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
3. The Warrant Agreement will, after being duly authorized, executed and
delivered by HFC, constitute a valid and legally binding instrument of HFC
enforceable in accordance with its terms, except as enforcement of the
provisions thereof may be limited by bankruptcy, insolvency, reorganization
or by other laws relating to or affecting the enforcement of creditors'
rights or by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
4. When the issuance of the Medium Term Notes and the Warrants to Purchase
Medium Term Notes, as the case may be, have been duly authorized by
appropriate corporate action, and such Medium Term Notes and Warrants to
Purchase Medium Term Notes have been duly executed, authenticated, issued
and delivered against payment of the agreed consideration therefor in
accordance with the Indenture or the Warrant Agreement, and as described
in the Registration Statement, including the Prospectus and any Pricing
Supplement relating to such Medium Term Notes and Warrants to Purchase
Medium Term Notes, such Medium Term Notes and Warrants to purchase Medium
Term Notes will be legally and validly issued and will be the legal and
binding obligations of HFC enforceable in accordance with their terms,
except as enforcement of the provisions thereof may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
I hereby consent to the use of my name and my opinion in the Prospectus and any
Pricing Supplement filed pursuant to Rule 430A or 424 of Regulation C of the
Securities Act of 1933, as amended (the "Act"), in connection with the
Registration Statement relating thereto, including any references to my
opinions set forth in the documents incorporated by reference therein, and to
the filing of this consent as an exhibit to the Registration Statement. In
giving this consent I do not admit that I am in the category of the persons
whose consent is required under Section 7 of the Act or the rules or
regulations of the Commission thereunder.
/s/John Blenke
