Exhibit 5.1
CENDANT CORPORATION
9 West 57th Street
New York, NY 10019
December 11, 2000
Cendant Corporation
9 West 57th Street
New York, New York 10019
Re: Cendant Corporation Registration on Form S-3
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Ladies and Gentlemen:
I am Senior Vice President, Law of Cendant Corporation, a Delaware
corporation (the "Company"), in connection with the offering by a selling
stockholder of up to 2,346,515 shares (the "Shares") of the Company's CD
common stock, par value $.01 per share (the "Common Stock").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Act").
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of the
Registration Statement on Form S-3 as filed with the Securities and
Exchange Commission (the "Commission") on December 11, 2000 under the Act
and the Purchase Agreement dated as of November 16, 2000 by and among the
Company, Cendant Stock Corporation and Liberty CNDT, Inc. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted me as originals, the conformity to original documents
of all documents submitted to me as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In
making my examination of documents executed or to be executed by parties
other than the Company, I have assumed that such parties had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which I have not independently
established or verified, I have relied upon statements and representations
of officers and other representatives of the Company and others.
I am admitted to the bar in the States of New York and New Jersey
and I do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, I am of the opinion that
the Shares were validly issued and are fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. I also consent to the
reference to the use of my name under the caption "Legal Opinions" in the
Registration Statement. In giving this consent, I do not thereby admit that
I am included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Eric J. Bock, Esq.
Eric J. Bock, Esq.
Senior Vice President,
Law and Secretary
