August 16, 2007 GATX Corporation 500 West Monroe Street Chicago, IL 60661-3676 Re: GATX Corporation Pass-Through Trust Agreement Ladies and Gentlemen:
Exhibit 5.2
August 16, 2007
Re: GATX
Corporation Pass-Through Trust Agreement
Ladies and Gentlemen:
We have acted as counsel to U.S. Bank National Association, a national banking association
(“U.S. Bank”), in connection with (i) its execution of that certain Pass-Through Trust
Agreement as yet undated (the “Trust Agreement”) between GATX Corporation (the
“Issuer”) and U.S. Bank as Trustee (“Trustee”) and (ii) a registration statement on Form
S-3 (the “Registration Statement”) of GATX Corporation relating to the offer and
sale of Certificates to be issued under the Trust Agreement. This opinion is being delivered to
you at your request. Capitalized terms used herein and not otherwise defined are used as defined
in, or by reference in, the Trust Agreement, except that reference herein to any document shall
mean such document as in effect on the date hereof.
We have examined a copy of the Trust Agreement and the Registration Statement. We have also
examined originals or copies of such other documents and such corporate records, certificates and
other statements of governmental officials and corporate officers and other representatives of U.S.
Bank as we have deemed necessary or appropriate for the purposes of this opinion. We have
conducted no independent factual investigation of our own but have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional matters recited or
assumed herein, all of which we have assumed to be true, complete and accurate in all material
respects.
For purposes hereof, the following actions and conditions are referred to as the “Required
Actions”:
| (i) | the due authorization, execution and delivery by, or on behalf of, each of the parties thereto of the Trust Agreement; |
| (ii) | prior to the first issuance of Certificates, the Issuer and the Trustee have duly authorized, executed and delivered a Trust Supplement (the “Trust Supplement”) |
that contains all provisions necessary to effectuate the issuance of Certificates as
contemplated by the Registration Statement and complies in all respects with the
provisions of the Trust Agreement and all other documents contemplated thereby or by
the Registration Statement to be executed in connection with the Trust Agreement and
the issuance of Certificates;
| (iii) | the Certificates have been offered and sold pursuant to the prospectus forming a part of the Registration Statement and a prospectus supplement thereto (collectively, the “Prospectus”) that are consistent with, and accurately describe, the terms of the Trust Agreement, the Trust Supplement and all other related documents; |
| (iv) | the activities of the Issuer and the Trustee have been and will be conducted in accordance with the Trust Agreement or the Trust Supplement; and |
| (v) | prior to the first issuance of Certificates, payment of the required consideration therefor has been made in accordance with the terms and conditions of the Trust Agreement and the Trust Supplement and as described in the Prospectus, and the Certificates have been otherwise issued, authenticated and delivered in accordance with the terms, conditions, requirements and procedures set forth in the Trust Agreement and the Trust Supplement and as described in the Prospectus. |
Based on the foregoing and upon an examination of such questions of law as we have considered
necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth
herein, we advise you that, in our opinion:
1. U.S. Bank is duly incorporated and validly existing as a national banking association in
good standing under the laws of the United States with its principal office in the State of
Minnesota and has the power and authority to execute, deliver and perform the Trust Agreement.
2. Insofar as the federal laws of the United States governing the trust powers of U.S. Bank
are applicable to the execution and delivery of the Trust Agreement, the Trust Supplement and the
Certificates and U.S. Bank’s performance of its duties under such documents, upon completion of the
Required Actions, each of the Trust Agreement and the Trust Supplement shall constitute the binding
obligation of U.S. Bank as Trustee, enforceable against the Trustee in accordance with its terms,
and the Certificates will be validly issued and delivered pursuant to the Trust Supplement.
The foregoing opinions are subject to the following assumptions, exceptions and
qualifications:
A. The foregoing opinions are limited to the laws of the United States of America governing
the trust powers of U.S. Bank, except that we express no opinion with respect to (i) other
federal laws, including without limitation, the Securities Act of 1933, as
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amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as
amended, the Investment Company Act of 1940, as amended, and laws, rules and regulations relating
to money laundering and terrorist groups (including any requirements imposed under the USA
Patriot Act of 2001, as amended), (ii) state securities or blue sky laws or (iii) laws, rules and
regulations applicable to the particular nature of the Equipment Notes or Equipment.
B. We have assumed (i) the valid existence of each party (other than the Trustee) to the
documents examined by us under the laws of the jurisdiction governing its organization, (ii) that
each party (other than the Trustee) has the power and authority to execute and deliver, and to
perform its obligations under, the documents examined by us, (iii) the legal capacity of natural
persons who are signatories to the documents examined by us, and (iv) that each party (other than
the Trustee) has or will duly authorize, execute and deliver the documents examined by us.
C. The foregoing opinions regarding enforceability are subject to (i) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating
to and affecting the rights and remedies of creditors generally, (ii) principles of equity,
including applicable laws relating to fiduciary duties (regardless of whether considered and
applied in a proceeding in equity or at law), and (iii) applicable public policy with respect to
the enforceability of provisions relating to indemnification or contribution.
D. We have assumed that all signatures on documents examined by us are genuine, that all
documents submitted to us as originals are authentic, and that all documents submitted to us as
copies conform with the originals, which facts we have not independently verified.
We hereby consent to your filing of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the caption “Legal Opinions” contained in the prospectus
that is part of the Registration Statement. This opinion is rendered solely for your benefit and
the benefit of the United States Securities and Exchange Commission in connection with the matters
addressed herein. Without our prior written consent, this opinion may not be relied upon by or
furnished to any person or entity for any purpose.
Very
truly yours,
/s/ Xxxxxxx & Xxxxxxx LLP
/s/ Xxxxxxx & Xxxxxxx LLP
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