Exhibit 5.01
September 26, 2000
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Ladies and Gentlemen:
I am an Associate General Counsel of Citigroup Inc., a Delaware
corporation (the "Company"). I refer to the filing by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") relating to shares of
Common Stock, $.01 par value per share, of the Company (the "Securities").
I, or attorneys under my supervision, have examined and am
familiar with originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records of the Company, certificates or
documents as I have deemed appropriate as a basis for the opinion expressed
below. In such examination, I (or such persons) have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me (or such persons) as
originals, the conformity to original documents of all documents submitted
to me (or such persons) as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon and subject to the foregoing, I am of the opinion that
the Securities are legally issued, fully paid and nonassessable.
My opinion is limited to matters governed by the General
Corporation Law of the State of Delaware (including the applicable
provisions of the Delaware Constitution and the reported judicial decisions
interpreting the General Corporation Law of the State of Delaware and such
applicable provisions of the Delaware Constitution). I am not admitted to
the practice of law in the State of Delaware.
I consent to the use of this opinion in the Registration Statement
and to the reference to my name in the Prospectus constituting a part of
such Registration Statement under the heading "Legal Matters". In giving
such consent, I do not thereby admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act, or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ John R. Dye
