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EXHIBIT 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036
October 10, 2000
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Re: Citigroup Inc.
Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to Citigroup Inc., a Delaware
corporation ("Citigroup"), in connection with the Registration Statement on Form
S-4 (the "Registration Statement") filed by Citigroup 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
Citigroup Inc. of 553,092,061 shares of Citigroup common stock, par value $.01
per share (the "Common Stock"), pursuant to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of October 6, 2000, by and among Citigroup,
Associates First Capital Corporation, a Delaware corporation ("Associates"),
and AFS Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of
Citigroup (the "Merger Sub").
The Merger Agreement provides for the merger (the "Merger") of
Merger Sub with and into Associates, with Associates continuing as the surviving
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Citigroup Inc.
October 10, 2000
Page 2
corporation. The Registration Statement includes a proxy statement/prospectus
(the "Proxy Statement/Prospectus") to be furnished to stockholders of Associates
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, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of the following documents: (i) the Registration Statement
(including the Proxy Statement/Prospectus); (ii) the Certificate of
Incorporation of Citigroup, as amended to the date hereof; (iii) the By-laws of
Citigroup, as amended to the date hereof; (iv) the Merger Agreement; (v)
resolutions of the Board of Directors of Citigroup 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 we considered necessary or appropriate for the
purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In making our examination of
documents executed by parties other than Citigroup and Merger Sub, we 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, we have relied upon statements and
representations of officers and other representatives of Citigroup and others.
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Citigroup Inc.
October 10, 2000
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For purposes of this opinion, we have assumed that prior to the
issuance of any of the shares of the Common Stock: (i) the Registration
Statement, as finally amended, will have become effective under the Securities
Act; (ii) Associates stockholders will have approved by all required votes 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 us.
Members of our firm are admitted to the Bars of the State of New
York and Delaware, and we do not express any opinion as to the law of any
jurisdiction except for the General Corporation Law of the State of Delaware.
Kenneth J. Bialkin, a member of our firm, is a director of Citigroup and he and
other members of our firm beneficially own an aggregate of less than 1% of the
outstanding Common Stock.
Based upon and subject to the foregoing, we are 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the caption
"Legal Matters" in the Proxy Statement/Prospectus forming a part of the
Registration Statement. In giving this consent, however, we do not thereby admit
that we are 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/ SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
