EXHIBIT 5
PHH CORPORATION
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(973) 428-9700
FAX: (973) 496-5531
September 22, 2000
PHH Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
Ladies and Gentlemen:
I am the Senior Vice President, Law and Secretary of PHH Corporation,
a Maryland corporation (the "Company"), and as such, I have acted as
counsel in connection with the Company's Registration Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the Trust
Indenture Act of 1939, as amended, with respect to the proposed offer and
issuance by the Company of up to $3,000,000,000 in principal amount of the
Company's Debt Securities. In this capacity, I have reviewed the charter
and by-laws of the Company, the proposed Indenture (the "Indenture"), to be
entered into between the Company and Bank One, N.A., as Trustee, the
proposed form of Distribution Agreement among the Company and the several
selling agents, the Registration Statement, the corporate proceedings of
the Company relating to the execution and delivery of the Indenture and the
proposed offer and issuance by the Company of the Debt Securities, and such
other materials as we have deemed necessary to the issuance of this
opinion.
I am of the opinion and advise you that:
1. Prior to the issuance by the Company of the Debt Securities, the
applicable Indenture will be duly authorized, executed and delivered by the
Company.
2. The issuance by the Company of the Debt Securities has been duly
and validly authorized and, upon their due execution, authentication and
delivery in accordance with the applicable Indenture and upon payment
therefor, the Debt Securities will be legally issued and will constitute
binding obligations of the Company entitled to the benefits of the
Indenture.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statement and to the reference made to me in
the Registration Statement and the related Prospectus.
Very truly yours,
/s/ Eric J. Bock
