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EXHIBIT 5
Citigroup Inc. November 30, 2000
399 Park Avenue
New York, NY 10043
Ladies and Gentlemen:
I am Deputy General Counsel of Citigroup Inc., a Delaware corporation (the
"Company"). I have acted as counsel to the Company in connection with the
preparation and filing of a Post-Effective Amendment No. 1 on Form S-8 to the
Form S-4 Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended, for the registration of 18,504,847 shares of
common stock, $.01 per share par value (the "Shares"), of the Company relating
to the Associates First Capital Corporation Incentive Compensation Plan and the
Associates First Capital Corporation Deferred Compensation Plan for Non-Employee
Directors, which plans were assumed by the Company on November __, 2000
(collectively, the "Plans").
In connection with the foregoing, I or attorneys under my supervision have
examined the minute books and stock records of the Company, the Restated
Certificate of Incorporation and By-Laws of the Company, as amended, the
Registration Statement, the Plans and resolutions duly adopted by the Board of
Directors of the Company relating to the Plans. In addition, I or attorneys
under my supervision have reviewed such other documents and instruments and have
conferred with various officers and directors of the Company and have
ascertained or verified to my satisfaction such additional facts as I have
deemed necessary or appropriate for the purposes of this opinion. In such
examination, I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of all documents submitted as
certified, photostatic or facsimile copies, and the authenticity of the
originals of such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be issued
under the Plans have been duly authorized and, when issued and delivered in
accordance with the terms of the Plans, will be legally issued, fully paid and
non-assessable.
My opinion is limited to matters governed by the Federal laws of the United
States of America and the General Corporation Law of the State of Delaware. I am
not admitted to the practice of law in the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this 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 of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stephanie B. Mudick
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Stephanie B. Mudick
Deputy General Counsel
