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CIT » Topics » EXHIBIT B-1

These excerpts taken from the CIT 8-K filed Apr 25, 2008.

EXHIBIT B-1

Form of Opinion of Shearman & Sterling LLP

 

 

1.

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate power and authority under such laws to conduct its business as described in the Disclosure Package and the Final Prospectus.

 

 

2.

The Company (a) has the corporate power to execute, deliver and perform its obligations under the Underwriting Agreement (the “Opinion Document”), to which it is a party and (b) has taken all corporate action necessary to authorize the execution, delivery and performance of its obligations under the Opinion Document to which it is a party.

 

 

3.

The execution and delivery by the Company of the Opinion Document to which it is a party does not, and the performance by the Company of its obligations thereunder and the consummation of the transactions contemplated thereby will not, (a) result in a violation of the Company’s certificate of incorporation or by-laws, (b) result in a violation of Generally Applicable Law or (c) result in a breach of, a default under or the acceleration of (or entitle any party to accelerate) the maturity of any obligation of the Company under, or result in or require the creation of any lien upon or security interest in any property of the Company pursuant to the terms of, any document or contract filed as an exhibit, pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the Act, to (i) the Company’s annual report on Form 10-K for the year ended December 31, 2007 or (ii) the Company’s Current Reports on Form 8-K filed with the Commission on January 25, 2008.

 

 

4.

No authorization, approval or other action by, and no notice to or filing with, any United States federal or New York governmental authority or regulatory body is required for the due execution, delivery or performance by the Company of the Opinion Document to which it is a party, except as may be required under the state securities or “blue sky” laws of any jurisdiction in the United States in connection with the offer and sale of the Shares and the listing of the Shares on the New York Stock Exchange.

 

 

5.

The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

 

 

6.

The Company is not required to register as an investment company under the Investment Company Act of 1940, as amended.

 

 

7.

The statements in the Disclosure Package and the Final Prospectus under the captions “Description of Capital Stock”, insofar as such statements constitute summaries of the instruments or documents referred to therein, fairly summarize in all material respects the instruments or documents referred to therein.

 

 

8.

To our knowledge, as of the date hereof, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act, and no proceedings for such purpose have been initiated or threatened by the Commission.

 

 

9.

The descriptions of U.S. federal income tax consequences set forth under “Certain U.S. Federal Income Tax Considerations” in the Disclosure Package and the Final Prospectus, insofar as such descriptions constitute statements of U.S. federal income tax law or legal



 

 

 

conclusions and subject to the limitations and conditions described herein, are accurate in all material respects.

 

 

10.

In our opinion, (a) each of the documents incorporated by reference in the Final Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we express no opinion), at the time it was filed with the Commission, appears on its face to have been appropriately responsive in all material respects to the requirements of the Exchange Act, and the applicablerules and regulations of the Commission thereunder, and (b) each of the Registration Statement and the Final Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we express no opinion) appears on its face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder.

 

 

11.

No facts came to our attention which caused us to believe that (i) the Registration Statement (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we express no opinion), as of the date of the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we have not been requested to comment), as of 11:00 p.m. (Eastern Time) on April 21, 2008, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Final Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we have not been requested to comment), as of its date, and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

                    “Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Underwriting Agreement or the transactions governed by the Underwriting Agreement, and for purposes of our opinions in paragraphs 1, 2, 3(a) and 5 above, the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Underwriting Agreement or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of any party to the Underwriting Agreement or any of its affiliates, except that, for purposes of our opinion in paragraph 3(b) above, “Generally Applicable Law”

does include the federal banking laws of the United States of America and the banking laws of the State of New York.

EXHIBIT B-1

Form of Opinion of Shearman & Sterling LLP

 

 

1.

The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware with corporate power and authority under such laws to conduct its business as described in the Disclosure Package and the Final Prospectus.

 

 

2.

The Company (a) has the corporate power to execute, deliver and perform its obligations under the Underwriting Agreement (the “Opinion Document”), to which it is a party and (b) has taken all corporate action necessary to authorize the execution, delivery and performance of its obligations under the Opinion Document to which it is a party.

 

 

3.

The execution and delivery by the Company of the Opinion Document to which it is a party does not, and the performance by the Company of its obligations thereunder and the consummation of the transactions contemplated thereby will not, (a) result in a violation of the Company’s certificate of incorporation or by-laws, (b) result in a violation of Generally Applicable Law or (c) result in a breach of, a default under or the acceleration of (or entitle any party to accelerate) the maturity of any obligation of the Company under, or result in or require the creation of any lien upon or security interest in any property of the Company pursuant to the terms of, any document or contract filed as an exhibit, pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the Act, to (i) the Company’s annual report on Form 10-K for the year ended December 31, 2007 or (ii) the Company’s Current Reports on Form 8-K filed with the Commission on January 25, 2008.

 

 

4.

No authorization, approval or other action by, and no notice to or filing with, any United States federal or New York governmental authority or regulatory body is required for the due execution, delivery or performance by the Company of the Opinion Document to which it is a party, except as may be required under the state securities or “blue sky” laws of any jurisdiction in the United States in connection with the offer and sale of the Securities and the listing of the Securities on the New York Stock Exchange.

 

 

5.

The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

 

 

6.

The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Company pursuant to the Underwriting Agreement against payment of the consideration set for in the Underwriting Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Securities will not be subject to preemptive rights pursuant to the General Corporation Law of the State of Delaware, the certificate of incorporation or by-laws of the Company or any document or contract filed as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2007 or current report on



 

 

 

Form 8-K filed with the Commission on January 25, 2008 pursuant to Items 601(b)(4) or 601(b)(10) of Regulation S-K under the Securities Act.

 

 

7.

The Company is not required to register as an investment company under the Investment Company Act of 1940, as amended.

 

 

8.

The statements in the Disclosure Package and the Final Prospectus under the captions “Description of the Preferred Stock” and “Description of Capital Stock” insofar as such statements constitute summaries of the instruments or documents referred to therein, fairly summarize in all material respects the instruments or documents referred to therein.

 

 

9.

To our knowledge, as of the date hereof, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act, and no proceedings for such purpose have been initiated or threatened by the Commission.

 

 

10.

The descriptions of U.S. federal income tax consequences set forth under “Certain U.S. Federal Income Tax Considerations” in the Disclosure Package and the Final Prospectus, insofar as such descriptions constitute statements of U.S. federal income tax law or legal conclusions and subject to the limitations and conditions described herein, are accurate in all material respects.

 

 

11.

In our opinion, (a) each of the documents incorporated by reference in the Final Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we express no opinion), at the time it was filed with the Commission, appears on its face to have been appropriately responsive in all material respects to the requirements of the Exchange Act, and the applicable rules and regulations of the Commission thereunder, and (b) each of the Registration Statement and the Final Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we express no opinion) appears on its face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder.

 

 

12.

No facts came to our attention which caused us to believe that (i) the Registration Statement (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we express no opinion), as of the date of the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we have not been requested to comment), as of 11:00 p.m. (Eastern Time) on April 21, 2008, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Final Prospectus (other than the financial statements and other financial or statistical data contained or incorporated by reference therein or omitted therefrom, as to which we have not been requested to



 

 

 

comment), as of its date, and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

                    “Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Underwriting Agreement or the transactions governed by the Underwriting Agreement, and for purposes of our opinions in paragraphs 1, 2, 3(a) and 5 above, the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Underwriting Agreement or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of any party to the Underwriting Agreement or any of its affiliates, except that, for purposes of our opinion in paragraph 3(b) above, “Generally Applicable Law” does include the federal banking laws of the United States of America and the banking laws of the State of New York.


EXCERPTS ON THIS PAGE:

8-K (2 sections)
Apr 25, 2008

RELATED TOPICS for CIT:

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