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EXHIBIT 5
July 20, 2000
Associates Corporation of North America
250 E. Carpenter Freeway
Irving, TX 75062-2729
Gentlemen:
I am Assistant General Counsel of Associates Corporation of North
America, a Delaware corporation (the "Company"). In that capacity, I have
reviewed the Registration Statement on Form S-3, as filed with the Securities
and Exchange Commission on or about July 20, 2000 (the "Registration
Statement"). Pursuant to the Registration Statement, up to $15,000,000,000
aggregate principal amount of debt securities and warrants to purchase debt
securities of the Company are issuable from time to time pursuant to the
indentures described below. Such debt securities are hereafter referred to as
"Debt Securities," and such warrants to purchase debt securities are hereafter
referred to as "Warrants."
The Debt Securities will constitute either senior or subordinated debt
of the Company. The Senior Securities will be issued under an indenture dated as
of November 1, 1995 with The Chase Manhattan Bank (the "Chase Senior Indenture")
or one or more separate indentures between the Company and one or more banking
institutions to be qualified as trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939, substantially in the Form of indenture filed as
Exhibit 4.4 to the Registration Statement (each, a "Senior Indenture"). The
Subordinated Securities will be issued under an indenture dated as of November
1, 1995 with The Chase Manhattan Bank (the "Chase Subordinated Indenture") or
one or more separate indentures between the Company and one or more banking
institutions to be qualified as trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939, substantially in the Form of indenture filed as
Exhibit 4.5 to the Registration Statement (each, a "Subordinated Indenture").
The Warrants will be issued under a warrant agreement (the "Warrant Agreement")
to be entered into between the Company and a warrant agent, substantially in the
form of agreement filed as Exhibit 4.6 to the Registration Statement. Please be
advised that I am of the opinion that:
1. The Chase Senior Indenture and the Chase Subordinated Indenture have
been duly authorized, executed and delivered by the Company, and each Senior
Indenture and Subordinated Indenture, when the Trustee thereunder has been
qualified pursuant to the Trust Indenture Act of 1939 and when such indenture
has been duly authorized by appropriate corporate action and duly executed, will
have been duly authorized, executed and delivered by the Company, and
constitutes or will constitute, as the case may be, legal, valid and binding
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Associates Corporation of North America
July 20, 2000
Page 2
obligations of the Company, except in each case as limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.
2. The Debt Securities, when duly authorized by appropriate corporate
action, duly executed, authenticated and delivered in the form approved pursuant
to and in accordance with the respective indenture pursuant to which they are
issued and sold as described in the Registration Statement (including the
Prospectus and Prospectus Supplement relating to such Debt Securities), and when
issued in compliance with applicable usury laws, will be legal, valid and
binding obligations of the Company entitled to the benefits of the respective
indenture pursuant to which they have been issued subject to bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights
generally and general equitable principles.
3. The Warrant Agreement, when duly authorized by appropriate corporate
action and duly executed and delivered by the Company, and the warrant
certificate in the form attached as an exhibit to the Warrant Agreement, when
duly authorized by appropriate corporate action, duly executed and delivered by
the Company and duly countersigned by an authorized representative of the
warrant agent in accordance with the Warrant Agreement, will be legal, valid and
binding obligations of the Company enforceable in accordance with their
respective terms, subject to bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally and general equitable principles.
I hereby consent that the foregoing opinion may be filed as an exhibit
to the above referenced Registration Statement. I further consent to the use of
my name in the Registration Statement and the Prospectus related thereto.
By his signature below, Michael J. Forde hereby consents to the use of
his name in the Registration Statement and the Prospectus related thereto.
Very truly yours,
/s/ Frederic C. Liskow
Frederic C. Liskow
Assistant General Counsel
Consent
/s/ Michael J. Forde
Michael J. Forde
Assistant General Counsel
