|GATX CORP filed this Form 8-K on 11/20/2018|
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Based on the above, I am of the opinion that:
1. Each Significant Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation. Each Significant Subsidiary has the corporate power and authority to own its property and to conduct its business as described in the Disclosure Package and the Prospectus. Each Significant Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
2. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of the Securities by the Company will not (A) constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an Existing Instrument), (B) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to any Existing Instrument or (C) result in any violation of any Federal or Illinois law or any regulation, judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its subsidiaries except, in each case, for such defaults, conflicts, breaches, liens, charges, encumbrances or violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the best of my knowledge, no consent, approval or authorization of any governmental body or agency is required for the performance by the Company of its obligations under the Underwriting Agreement or the Securities, except such as have been or will be obtained prior to the Closing Date under the Securities Act, the Exchange Act and the Trust Indenture Act and such as may be required under the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.
3. There are no legal or governmental proceedings pending or, to the best of my knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Disclosure Package or the Prospectus and are not so described or, to the best of my knowledge, any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described or filed as required.
4. The statements in the Basic Prospectus under the caption Description of Debt Securities, the statements in the Prospectus Supplement under the caption Description of Notes and the statements in the Registration Statement and Prospectus incorporated by reference from Item 3 of the Companys most recent annual report on Form 10-K, insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings, and fairly summarize the matters referred to therein.
5. I (1) am of the opinion that each document, if any, filed pursuant to the Exchange Act (except as to financial statements and schedules, as to which I express no opinion) and incorporated by reference in the Disclosure Package or the Prospectus is appropriately responsive in all material respects with the Exchange Act and the rules and regulations thereunder, (2) believe that (except as to financial statements and schedules and the Statement of Eligibility and Qualification of the Trustee on Form T-1, as to which I express no belief) each part of the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act relating to the Securities, when such part became effective did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (3) am of the opinion that the Registration Statement and the Prospectus, as amended or supplemented, if applicable (except as to financial statements and schedules and the Statement of Eligibility and Qualification of the Trustee on Form T-1, as to which I express no belief) is appropriately responsive in all material respects with the Securities Act and the applicable rules and regulations thereunder.
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