Attached files
file | filename |
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EX-1.1 - EX-1.1 - GATX CORP | c61439exv1w1.htm |
8-K - FORM 8-K - GATX CORP | c61439e8vk.htm |
Exhibit 5.1
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637
71 South Wacker Drive
Chicago, Illinois 60606-4637
November 17, 2010
Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrown.com
Main Fax (312) 701-7711
www.mayerbrown.com
GATX Corporation
222 West Adams Street
Chicago, Illinois 60606
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel to GATX Corporation, a New York corporation (GATX), in connection
with an offering pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities
Act), of GATXs issuance of $250,000,000 aggregate principal amount of 3.500% Senior Notes due
2016 (the Notes). The Notes are to be issued (1) under the Indenture, dated as of February 6,
2008, between the Company and U.S. Bank National Association, as Trustee (the Indenture), and (2)
subject to the Underwriting Agreement (the Underwriting Agreement), dated November 16, 2010,
between GATX and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the several underwriters listed therein.
We have also participated in the preparation and filing with the Securities and Exchange
Commission under the Securities Act of a Registration Statement on Form S-3, as amended (File No.
333-168879) (the Registration Statement), relating to the Notes. In rendering our opinions set
forth below, we have examined originals or copies identified to our satisfaction of (i) the
Underwriting Agreement; (ii) the Registration Statement; (iii) the prospectus as supplemented
relating to the Notes; (iv) the Indenture; (v) the form of the Notes; and (vi) an officers
certificate establishing the terms of the Notes pursuant to the Indenture. The Notes are registered
on the Registration Statement. In addition, we have examined and relied upon other documents,
certificates, corporate records, opinions and instruments, obtained from GATX or other sources
believed by us to be reliable, as we have deemed necessary or appropriate for the purpose of this
opinion.
In expressing the opinions set forth below, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, conformed or photostatic copies and the
legal competence of each individual executing any document. As to all parties, we have assumed the
due authorization, execution and delivery of all documents and the validity and enforceability
thereof against all parties thereto, other than the Company, in accordance with their respective
terms.
As to matters of fact (but not as to legal conclusions), to the extent we deemed proper, we
have relied on certificates of responsible officers of the Company and of public
Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian partnership.
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian partnership.
GATX Corporation
November 17, 2010
Page 2
November 17, 2010
Page 2
officials and on the representations, warranties and agreements of the Company contained in
the Underwriting Agreement.
Based upon and subject to the foregoing and to the assumptions, conditions and limitations set
forth herein, and assuming that the Notes are issued in accordance with the terms of the
Underwriting Agreement, we are of the opinion that the Notes constitute valid and legally binding
obligations of GATX entitled to the benefits of the Indenture, except that (a) the enforceability
thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to or affecting creditors
rights or remedies generally and (ii) general principles of equity and to the discretion of the
court before which any proceedings therefor may be brought (regardless of whether enforcement is
sought in a proceeding at law or in equity) and (b) the enforceability of provisions imposing
liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events
may be limited in certain circumstances.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to being named in the related prospectus and any related prospectus supplement under the
caption Legal Opinions with respect to the matters stated therein.
We are admitted to practice law in the State of New York and our opinions expressed herein are
limited solely to the federal laws of the United States of America, the laws of the State of New
York, and we express no opinion herein concerning the laws of any other jurisdiction.
Very truly yours,
/s/ Mayer Brown
LLP
Mayer Brown LLP