As filed with the Securities and Exchange Commission on July __, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUNRISE INTERNATIONAL LEASING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-1632858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5500 Wayzata Boulevard, Suite 725
Minneapolis, Minnesota 55416
(612) 513-3200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Peter J. King
Chairman, Chief Executive Officer and Chief Financial Officer
Sunrise International Leasing Corporation
5500 Wayzata Boulevard, Suite 725
Minneapolis, Minnesota 55416
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
John F. Wurm
Fredrikson & Byron, P.A.
1100 International Centre, 900 Second Avenue South
Minneapolis, Minnesota 55402
(612) 347-7127
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
as determined by market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being offered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [ X ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================== =========== ================= =============== ====================
Amount Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price Fee
============================== =========== ================= =============== ====================
<S> <C> <C> <C> <C>
Common Stock to be offered 143,850
by Selling Stockholders Shares $3.5625 $512,465.62 $151.18
============================== =========== ================= =============== ====================
</TABLE>
(1) For purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, such amount is based upon the
average of the high and low sales prices of registrant's Common Stock
on July 14, 1998.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
Sunrise International Leasing Corporation
143,850 Shares of Common Stock
This Prospectus relates to the offer and sale of up to 143,850 shares
of Common Stock (the "Shares"), $.01 par value, of Sunrise International Leasing
Corporation, a Delaware corporation (the "Company"), by certain persons
(collectively, the "Selling Stockholders") who received the Shares pursuant to
the Company's acquisition of The P. J. King Companies, Inc. d/b/a International
Leasing Corporation ("ILC") in February 1995. The Selling Stockholders may offer
their Shares from time to time through or to brokers or dealers in the
over-the-counter market at market prices prevailing at the time of sale or in
one or more negotiated transactions at prices acceptable to the Selling
Stockholders. (See "Plan of Distribution"). The Company will not receive any
proceeds from sales of Shares by the Selling Stockholders.
The Company will bear all expenses of the offering (estimated to be
$4,851), except that the Selling Stockholders will pay any applicable
underwriter's commissions and expenses, brokerage fees or transfer taxes, as
well as any fees and disbursements of counsel and experts for the Selling
Stockholders.
The Company's Common Stock is traded on the Nasdaq National Market
under the symbol "SUNL." The closing bid price of the Company's Common Stock on
July 14, 1998, as reported by the Nasdaq National Market, was $3.625 per share.
-------------------
FOR INFORMATION CONCERNING CERTAIN RISKS RELATING
TO THIS OFFERING SEE "RISK FACTORS" BEGINNING ON PAGE 5
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is July __, 1998.
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof or that the information contained or incorporated by reference herein is
correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549,
and at the Commission's regional offices in New York (75 Park Place, New York,
New York 10007) and Chicago (500 West Madison, Suite 1400, Chicago, Illinois
60661). Copies of such material can be obtained from the Public Reference
Section of the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. In addition, since May 1996 the Company has
electronically filed with the Commission all reports, proxy and information
statements and other information regarding the Company required to be filed
electronically, which documents are available at http://www.sec.gov on the web
site that the Commission maintains.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933 with respect to the securities offered
hereby. For further information with respect to the Company and such securities,
reference is made to such Registration Statement and to the exhibits thereto.
Any statement contained or incorporated by reference herein concerning the
provisions of any document is qualified in its entirety by reference to the copy
of such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended March 31, 1998
filed by the Company with the Commission pursuant to the Exchange Act, is hereby
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents.
The Company will provide without charge to each person, including any
beneficial owner to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to Peter J. King,
President, telephone (612) 513-3200.
<PAGE>
THE COMPANY
Sunrise International Leasing Corporation, a Delaware corporation (the
"Company"), is the issuer of the Shares offered by the Selling Shareholders
pursuant to this Prospectus. The Company is engaged in the business of equipment
leasing. The Company's principal executive offices are located at 5500 Wayzata
Boulevard, Suite 725, Minneapolis, Minnesota 55416, and its telephone number is
(612) 513-3200.
RISK FACTORS
Prospective investors should carefully consider the following risk
factors.
1. Highly Competitive Industry. The equipment leasing business is
highly competitive. The Company competes with numerous companies, including
leasing companies, commercial banks and financial institutions, some of which
the Company relies on to obtain capital to finance its leases. Most of the
Company's competitors are significantly larger and have substantially greater
resources than the Company. The Company typically chooses not to compete with
large leasing companies for those leases in which the cost of the equipment
greatly exceeds the amount of non-recourse financing available.
2. Risk of Additional Loan and Lease Write-Offs. While the Company
believes that its current reserves are adequate, it continues to monitor a
restructured loan and a material lease, as to which, at March 31, 1998, the
Company had an aggregate book value of $4.1 million and an aggregate remaining
contractual balance of $9.5 million. While lessee payments are being received on
a monthly basis, there is no assurance that such payments will continue on an
uninterrupted basis or that the Company is adequately secured. Any future losses
on such loans and leases incurred in excess of the Company's reserves would
likely affect the Company's future earnings and cash flows, and may cause the
Company to be in violation of one or more of its covenants under its credit
agreements with its financing sources.
3. Financing. The Company's growth and profitability are dependent to a
great extent on the Company's ability to finance revenue producing assets. The
King Management Corporation's financing commitment, as well as continued
reduction in the amount of non-performing assets, have enhanced the Company's
ability to obtain required financing. While the Company has been successful in
obtaining required recourse and non-recourse financing to date, there is no
assurance that all required financing will be available in the future.
4. Major Customers/Vendors. At March 31, 1998 and March 31, 1997, no
leases outstanding to any individual lessee exceeded 5% of the total lease
portfolio, except in cases where the leases had been discounted without recourse
to a financial institution. However, 52.6% of the Company's total leasing
revenue for the year ended March 31, 1998 was generated through a single vendor
leasing program. Should this program terminate, the Company would continue to
realize related revenues for a period of up to three years. If the program were
to terminate, however, and the Company was unable to replace this business, the
Company's future financial results could be materially and adversely affected.
<PAGE>
5. Residual Values and Potential Rapid Obsolescence of Leased
Equipment. The value of the data processing equipment leased by the Company to
its customers represents a substantial portion of the Company's capital. At the
inception of each lease, the Company estimates the residual value of the leased
equipment, which is the estimated market value of the equipment at the end of
the initial lease term. The actual realized residual value of leased equipment
may differ from its estimated residual value, resulting in profit or loss when
the leased equipment is sold or leased again at the end of the initial lease
term. If a lessee defaults on a lease which has been discounted by the Company
to a financial institution, the financial institution may foreclose on its
security interest in the leased equipment, and the Company may not realize any
portion of such residual value. In addition, the high technology equipment which
comprises the bulk of the Company's lease portfolio is subject to rapid
technological obsolescence typical of the computer industry.
During the fiscal year ended March 31, 1998, the Company experienced
losses on a specific vendor program and established reserves to cover
anticipated losses in future periods. In addition, the Company will be
depreciating future equipment acquisitions from this vendor program more
quickly. The trend towards shortened product life cycles will continue to add
additional risk to maintaining historical leasing margins.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of Shares by the
Selling Stockholders.
SELLING STOCKHOLDERS
Set forth below are the names of the Selling Stockholders, their
relationships to the Company, the number of shares of Common Stock of the
Company beneficially owned by each of them as of July 9, 1998, the number of
shares offered hereby and the percentage of the outstanding Common Stock to be
owned if all the shares registered hereunder are sold by the Selling
Stockholders. The shares offered hereby shall be deemed to include shares
offered by any pledgee, donee, transferee or other successor in interest of any
of the Selling Stockholders listed below, provided that this prospectus is
amended or supplemented if required by applicable law.
<TABLE>
<CAPTION>
Percentage of
Number of Shares Number of Shares Shares Owned After
Name Beneficially Owned Offered Hereby Sale of Shares
- ---- ------------------ -------------- --------------
<S> <C> <C> <C>
Andrew Sall (1) 5,029 5,029 *
Daniel W. Cadwell 6,035 6,035 *
Kelley A. Ross 1,508 1,508 *
Barry J. Schwach (2) 138,218(3) 120,718 *
James C. Teal 3,017 3,017 *
Denise A. Willhite 1,508 1,508 *
Susan L. Rehberger 6,035 6,035 *
- ---------------------
</TABLE>
* Less than 1%.
(1) Mr. Sall served as a director of the Company from February 1995 until
October 1997.
(2) Mr. Schwach served as the Company's Chief Financial Officer from February
1995 until November 1997.
(3) Includes 17,500 shares which may be acquired by Mr. Schwach upon exercise
of exercisable stock options.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that all or a portion
of the Shares offered by the Selling Stockholders hereby may be sold from time
to time by the Selling Stockholders or, after amendment or supplement of this
prospectus, if required by law, by pledgees, donees, transferees or other
successors in interest. Such sales may be made in the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Shares may be sold
by one or more of the following means: (a) ordinary brokerage or market making
transactions and transactions in which the broker or dealer solicits purchasers;
(b) block trades in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; and (c) purchases by a broker or dealer
as principal and resales by such broker or dealer for its account pursuant to
this Prospectus. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales. In addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Company and the Selling Stockholders have agreed to indemnify each
other against certain liabilities, including liabilities arising under the
Securities Act.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are as follows:
Securities and Exchange Commission
Filing Fee....................................................$151
Printing and Engraving Fees and Expenses.........................500*
Legal Fees and Expenses........................................3,000*
Accounting Fees and Expenses...................................1,000*
Miscellaneous................................................... 200*
------
Total Expenses................................................$4,851*
======
- -------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, the directors and officers of the Company are
entitled, under certain circumstances, to be indemnified by the Company against
all expenses and liabilities incurred or imposed upon them as a result of suits
brought against them as such directors and officers, if they act in good faith
and in a manner they reasonably believe to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was unlawful,
except that no indemnification shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable to
the Company, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to be indemnified for such expenses which
such court shall deem proper. Any such indemnification may be made by the
Company only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable statutory standard of conduct.
Article 7 of the Company's Certificate of Incorporation provides that a
director shall not be liable to the Company or its stockholders for monetary
damages for a breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the Delaware
statutory provisions making directors personally liable for unlawful payment of
dividends or unlawful stock repurchases or redemptions or (iv) for any
transaction from which the director derived an improper personal benefit.
<PAGE>
The Bylaws of the Company provide that the officers and directors of
the Company and certain others shall be indemnified substantially to the same
extent permitted by Delaware law, as amended from time to time. The Board of
Directors has discretion to indemnify any employee of the Company for actions
arising by reason of the employee's employment with the Company. Expenses
incurred by officers and directors in defending actions, suits, or proceedings
shall be paid by the Company in advance of any final disposition if such officer
or directors agrees to repay such amounts if it is ultimately determined that he
or she is not entitled to be indemnified under Delaware law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
ITEM 16. EXHIBITS.
Exhibit
No. Document
4.1 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Form 10-Q for the quarter ended September
30, 1997).
4.2 Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended September
30, 1997).
4.3 Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Form
10-Q for the quarter ended September 30, 1997).
5 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Fredrikson & Byron, P.A. - included in their opinion filed
as Exhibit 5.
24 Power of attorney from certain directors and officers - see
"Signatures" on page II-5.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
<PAGE>
Provided,however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 15th day of
July, 1998.
SUNRISE INTERNATIONAL LEASING CORPORATION
By/s/ Peter J. King
Peter J. King, Chairman, Chief Executive
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each person whose signature appears below constitutes and appoints
Peter J. King and Jeffrey G. Jacobsen his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to the Registration Statement on Form S-3 of Sunrise
International Leasing Corporation and to file the same, with all exhibits
thereto, and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
for all intent and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Signature Title Date
/s/ Peter J.King Chairman, Chief Executive July 15, 1998
Peter J. King Officer and Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)
/s/ Jeffrey G. Jacobsen Secretary and Director July 15, 1998
Jeffrey G. Jacobsen
/s/ Donald R. Brattain Director July 15, 1998
Donald R. Brattain
/s/ Thomas R. King Director July 15, 1998
Thomas R. King
/s/ Nanette Herpst Manager of Corporate Accounting July 15, 1998
Nanette Herpst (Principal Accounting Officer)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX
TO
FORM S-3 REGISTRATION STATEMENT
SUNRISE INTERNATIONAL LEASING CORPORATION
(Exact name of Registrant as specified in its charter)
Exhibit Description
4.1* Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Form 10-Q for the quarter ended September
30, 1997).
4.2* Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended September
30, 1997).
4.3* Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Form
10-Q for the quarter ended September 30, 1997).
5 Opinion and Consent of Fredrikson & Byron, P.A.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Fredrikson & Byron, P.A. - included in their opinion filed
as Exhibit 5.
24 Power of attorney from certain directors and officers - see
"Signatures" on page II-5.
- -------------
* Incorporated by reference.
July 17, 1998
Sunrise International Leasing Corporation
5500 Wayzata Blvd., Suite 725
Minneapolis, MN 55416
Re: EXHIBIT 5 to Registration Statement on Form S-3
Ladies/Gentlemen:
We are acting as corporate counsel to Sunrise International Leasing Corporation
(the "Company") in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Act") of 143,850
shares of the Company's Common Stock (the "Shares") which may be offered for
sale by certain stockholders (the "Selling Stockholders").
In acting as such counsel and for the purpose of rendering this opinion, we have
reviewed copies of the following, as presented to us by the Company:
1. The Company's Certificate of Incorporation.
2. The Company's Bylaws.
3. Certain corporate resolutions of the Company's Board of
Directors pertaining to the issuance by the Company of the
Shares.
4. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and information
provided by the Company or its officers or directors, it is our opinion as of
this date that:
1. The Shares are validly authorized by the Company's Certificate of
Incorporation.
2. The Shares are validly issued and outstanding, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ John F. Wurm
John F. Wurm
Fredrikson & Byron, P.A.
900 Second Ave. S., #1100
Minneapolis, MN 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sunrise International Leasing Corporation on Form S-3 of our report dated May
29, 1998, appearing in the Annual Report on Form 10-K of Sunrise International
Leasing Corporation and Subsidiaries for the year ended March 31, 1998.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
July 16, 1998 /s/ Deloitte & Touche LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 27, 1997
included in Sunrise International Leasing Corporation's Form 10-K for the year
ended March 31, 1998 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
July 17, 1998 /s/ Arthur Andersen LLP
