EX-5.1 3 dex51.htm OPINION OF HUNTON & WILLIAMS LLP Opinion of Hunton & Williams LLP
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Exhibit 5.1

 

HUNTON & WILLIAMS LLP

1445 ROSS AVENUE

SUITE 3700

DALLAS, TX 75202

  TEL   (214) 979-3000
  FAX   (214) 880-0011
  Client No. 70131-1

October 29, 2008

AmeriCredit Corp.

801 Cherry Street

Suite 3900

Fort Worth, Texas 76102

 

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to AmeriCredit Corp., a Texas corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, that may be issued by the Company under the 2008 Omnibus Incentive Plan for AmeriCredit Corp. (the “Plan”). This opinion is being delivered to you pursuant to the Company’s request to us in connection with your review of certain legal aspects of the proposed offering.

In connection with the opinions set forth herein, we have examined the following documents:

(i) the Articles of Incorporation, as amended, of the Company, certified by the Secretary of State of Texas as of October 27, 2008;

(ii) the Bylaws, as amended, of the Company, certified by the Secretary of the Company as of October 29, 2008;

(iii) minutes and records of the corporate proceedings of the Company with respect to the establishment of the Plan, the issuance of the Shares pursuant to the Plan and related matters, certified by the Secretary of the Company as of October 29, 2008; and

(iv) the Registration Statement and exhibits thereto, including the Plan.

For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the genuineness of signatures not witnessed by us and (iv) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof.


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October 29, 2008

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As to factual matters, we have relied upon certificates of officers of the Company and upon certificates of public officials.

Based upon the foregoing and subject to the limitations, assumptions and qualifications noted herein, and assuming that:

(1) the Shares to be sold and issued in the future will be duly issued and sold in accordance with the terms of the Plan;

(2) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares available for issuance to those persons who purchase Shares pursuant to the Plan; and

(3) the consideration for the Shares issued pursuant to the Plan is actually received by the Company as provided in the Plan and exceeds the par value of such Shares;

then, we are of the opinion that the Shares issued or sold in accordance with the terms of the Plan will be duly and validly issued, fully paid and nonassessable.

We do not purport to express an opinion on any laws other than those of the State of Texas and the federal law of the United States of America. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to references to us included in or made a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission. We do not undertake to advise you of any changes in the opinion expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton & Williams LLP