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EXHIBIT 5.1
CENDANT CORPORATION
9 West 57th Street
New York, New York 10019
December 8, 2000
Cendant Corporation
9 West 57th Street
New York, New York 10019
Re: Cendant Corporation Registration
Statement on Form S-8
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Ladies and Gentlemen:
I am Senior Vice President, Law of Cendant Corporation, a Delaware
corporation (the "Company"), and am rendering this opinion in connection with
the Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), on the date hereof with the Securities and Exchange
Commission (the "Commission"). The Company is filing this Registration
Statement in order to register deferred compensation obligations of the
Company up to $20,000,000 which represents unsecured obligations to pay
deferred compensation in the future in accordance with the Cendant
Corporation 2001 Savings Restoration Plan (the "Plan").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
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 Plan; (ii) the Amended and Restated
Certificate of Incorporation of the Company, as amended to the date hereof;
(iii) the By-Laws of the Company; (iv) resolutions of the Executive Committee of
the Board of Directors of the Company; and (v) 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 the Company, 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 the opinion expressed herein which we 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 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
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Delaware.
Based upon the foregoing, I advise you that, in my opinion, when issued
in accordance with the provisions of the Plan, the deferred compensation
obligations are valid and binding obligations of the Company, enforceable 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 equity principles.
I hereby consent to the filing of this opinion as an exhibit to 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,
Eric J. Bock
