8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 22, 2006 (August 21, 2006)
Date of Report (Date of earliest event reported)
CIT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware	001-31369	65-1051192
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

505 Fifth Avenue

New York, New York 10017

(Address of principal executive offices, including zip code)

(212) 771-0505

(Registrant's telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Exhibit Index Appears on Page 4.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SEC 873 (11-05)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Section 8 — Other Events

Item8.01 Other Events.

On August 21, 2006, CIT Group Inc. (“CIT”) made available to investors a pricing supplement no. 11, dated August 21, 2006, a prospectus supplement, dated February 10, 2006 and a prospectus, dated January 19, 2006, with respect to the issuance of CIT’s 5.150% Senior Notes due September 15, 2008 (the “5.150% Senior Notes”), the 5.250% Senior Notes due September 15, 2010 (the “5.250% Senior Notes”), the 6.050% Senior Notes due September 15, 2016 (the “6.050% Senior Notes”) and the 6.250% Senior Notes due September 15, 2021 (the “6.250% Senior Notes” and together with the 5.150% Senior Notes, the 5.250% Senior Notes and the 6.050% Senior Notes, the “Notes”) pursuant to an indenture, dated as of January 20, 2006, between CIT and JPMorgan Chase Bank, N.A., as Trustee, which CIT filed as an exhibit to its shelf registration statement (File No. 333-131159), filed under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on January 20, 2006.

In connection with the issuance of the Notes, John P. Sirico, II, a Vice President and Assistant General Counsel of CIT, has delivered an opinion to CIT, dated August 21, 2006, regarding the legality of the notes upon issuance and sale thereof on September 8, 2006. A copy of the opinion as to legality is attached as Exhibit 5.1 hereto.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits
	The following exhibits are filed or furnished herewith:
	5.1	Opinion of CIT

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIT GROUP INC.
Dated: August 22, 2006	By:	/s/ Glenn A. Votek
		Name:	Glenn A. Votek
		Title:	Executive Vice President & Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of CIT

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EX-5

	John P. Sirico, II Vice President & Assistant General Counsel	CIT Group Inc. 1 CIT Drive Livingston, NJ 07039 Tel:    973-422-5858 Fax:    973-740-5595 john.sirico@cit.com
		Exhibit 5.1

August 21, 2006

CIT Group Inc.

1 CIT Drive

Livingston, New Jersey 07039-5703

CIT Group Inc.

5.150% Senior Notes due September 15, 2008

5.250% Senior Notes due September 15, 2010

6.050% Senior Notes due September 15, 2016

6.250% Senior Notes due September 15, 2021

Ladies and Gentlemen:

I am a Vice President and Assistant General Counsel of CIT Group Inc., a Delaware corporation (the “Corporation”). I am making this opinion in connection with the purchase and sale of the Corporation’s 5.150% Senior Notes due September 15, 2008 (the “5.150% Senior Notes”), the 5.250% Senior Notes due September 15, 2010 (the “5.250% Senior Notes”), the 6.050% Senior Notes due September 15, 2016 (the “6.050% Senior Notes”) and the 6.250% Senior Notes due September 15, 2021 (the “6.250% Senior Notes” and together with the 5.150% Senior Notes, the 5.250% Senior Notes and the 6.050% Senior Notes, the “Notes”), subject to the terms and conditions of a Selling Agent Agreement, dated as of February 13, 2006 (the “Selling Agent Agreement”), among the Corporation and each of the agents named on the signature pages thereto. The Notes are being issued pursuant to the Senior Indenture, dated as of January 20, 2006 (the “Indenture”), between the Corporation and JPMorgan Chase Bank, N.A., as Trustee. Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Selling Agent Agreement.

In that connection, I have reviewed originals or copies of the following documents:

(a) The Selling Agent Agreement.

(b) The Indenture.

(c) The Notes.

(d) The certificate of incorporation and by-laws of the Corporation, as amended through July 28, 2005 and July 22, 2003, respectively.

(e) The automatic shelf registration statement on Form S-3 (File No. 333-131159) filed by the Corporation under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) on January 20, 2006 (such automatic shelf registration statement, including the documents incorporated by reference therein, being hereinafter referred to as the “Registration Statement”).

(f) The prospectus dated January 19, 2006 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the Corporation’s InterNotes program, dated February 10, 2006 (the “Prospectus Supplement”), and the pricing supplement no. 11 relating to the Notes, dated August 21, 2006 (the “Pricing Supplement”) (the Base Prospectus, as supplemented by the Prospectus Supplement and the Pricing Supplement, in the forms filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act, including the documents incorporated by reference therein, being hereinafter collectively referred to as the “Prospectus”).

In my review, I have assumed the genuineness of all signatures, the authenticity of the originals of the documents submitted to me and the conformity to authentic originals of any documents submitted to me as copies. I have further assumed, as to matters of fact, the truthfulness of the representations made in certificates of public officials; and that the Indenture has been duly authorized, executed and delivered by, and is the legal, valid and binding obligation of, each party thereto, other than the Corporation, enforceable against each such party in accordance with its terms.

My opinions set forth below are limited to the law of the State of New York and the General Corporation Law of the State of Delaware, and I do not express any opinion herein concerning any other law.

Based upon the foregoing, and upon such other investigation as I have deemed necessary and subject to the qualifications set forth below, I am of the opinion that:

1. The Indenture has been duly authorized, executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms.

2. The Notes have been duly authorized by the Corporation, and when the Notes have been duly executed by the Corporation and authenticated by the Trustee in accordance with the Indenture and delivered and paid for as provided in the Selling Agent Agreement, the Notes will be the legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms and entitled to the benefits of the Indenture.

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The opinions set forth above are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers) and (ii) the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

The opinions set forth above are being rendered upon the express understanding that they are given in my capacity as an officer of and corporate counsel to the Corporation.

I understand that this opinion is to be used in connection with the Registration Statement. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ John P. Sirico, II

John P. Sirico, II

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