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EXHIBIT 5.1
[CENDANT CORPORATION LETTERHEAD]
December 12th, 2000
Cendant Corporation
9 West 57th Street
New York, NY 10019
Re: Cendant Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
I am Senior Vice President--Law of Cendant Corporation, a Delaware
corporation ("Cendant").
This opinion is being furnished in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by Cendant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), on the date hereof.
The Registration Statement relates to the proposed issuance by Cendant of up
to 96,216,693 shares of Cendant common stock, par value $.01 per share (the
"Common Stock"), designated CD common stock, pursuant to the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of November 1, 2000, by and among
Cendant, Fairfield Communities, Inc., a Delaware corporation ("Fairfield"), and
Grand Slam Acquisition Corp., a Delaware corporation and subsidiary of Cendant
(the "Merger Sub").
The Merger Agreement provides for the merger (the "Merger") of Merger Sub
with and into Fairfield, with Fairfield continuing as the surviving corporation.
The Registration Statement includes a proxy statement-prospectus (the "Proxy
Statement-Prospectus") to be furnished to stockholders of Fairfield in
connection with their approval of the Merger.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act. Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
In connection with rendering this opinion, I have examined and am familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of the following documents: (i) the Registration Statement (including the Proxy
Statement-Prospectus); (ii) the Amended and Restated Certificate of
Incorporation of Cendant, as amended to the date hereof; (iii) the By-laws of
Cendant, as amended to the date hereof; (iv) the Merger Agreement;
(v) resolutions of the Board of Directors of Cendant relating to the
transactions contemplated by the Merger Agreement and the Registration
Statement; (vi) specimen certificates of the Common Stock; and (vii) such other
certificates, instruments and documents as I considered necessary or appropriate
for the purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to 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 copies. In making my examination of
documents executed by parties other than Cendant and Merger Sub, I have assumed
that such parties had the power, corporate or other, to enter into and perform
all obligations thereunder and also have 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 on such parties.
As to any facts material to
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the opinion expressed herein which I have not independently established or
verified, I have relied upon statements and representations of officers and
other representatives of Cendant and others.
For purposes of this opinion, I have assumed that prior to the issuance of
any of the shares of Common Stock: (i) the Registration Statement, as finally
amended, will have become effective under the Securities Act; (ii) Fairfield
stockholders will have approved by all required votes on the Merger Agreement
and the Merger; (iii) a Certificate of Merger will have been duly filed with the
Secretary of State of the State of Delaware; and (iv) the certificates
representing the shares of Common Stock will have been duly executed by an
authorized officer of the transfer agent for the Common Stock and will have been
registered by the registrar for the Common Stock and will conform to the
specimen thereof examined by me.
I am admitted to the Bars of the State of New York and New Jersey, and I do
not express any opinion as to the law of any jurisdiction except for the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the shares
of Common Stock, when issued in accordance with the terms and conditions of the
Merger Agreement, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to my name under the caption "Legal
Matters" in the Proxy Statement-Prospectus forming a part of the Registration
Statement. In giving this consent, however, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Eric J. Bock
Eric J. Bock, Esq.
