|GATX CORP filed this Form 8-K on 11/20/2018|
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(x) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms, except as enforceability thereof may be limited by the Enforceability Exceptions. The Indenture has been duly qualified under the Trust Indenture Act and conforms in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(xi) The Securities have been duly authorized, executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforceability thereof may be limited by the Enforceability Exceptions. The Securities are entitled to the benefit of the Indenture and conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(xii) 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) result in any violation of the certificate of incorporation or bylaws of the Company or (B) result in any violation of any applicable law or, to our knowledge, any judgment, order or decree of any Illinois or New York governmental body, agency or court having jurisdiction over the Company, and no consent, approval, authorization or order of, or qualification with, any Illinois or New York governmental body or agency is required for the performance by the Company of its obligations under the Underwriting Agreement, the Indenture or the issuance and sale of the Securities by the Company, other than as have been obtained, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities as to which we express no opinion except, in the case of clause (B), for violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
We have examined various documents and participated in conferences with representatives of the Company, its counsel and accountants and with representatives of the Underwriters at which times the contents of the Registration Statement and the Prospectus and Disclosure Package were discussed. Other than as set forth in opinions (x) and (xi) above, we are not passing upon and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Disclosure Package or making any representation that we have independently verified or checked the accuracy, completeness or fairness of such statements. Also, we are expressing no view as to the financial statements and related schedules or the other financial data included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus or omitted therefrom. Subject to the foregoing, we advise you that nothing came to our attention that caused us to believe that (i) the Registration Statement, as of each new effective date with respect to the Securities pursuant to, and within the meaning of, Rule 430(B)(f)(2) under the Securities Act, 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 Prospectus, as of its date or at 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, or (iii) the Disclosure Package, as of the Execution Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
We are admitted to practice law in the States of Illinois and New York and our opinions expressed herein are limited solely to the federal laws of the United States of America and the laws of the States of Illinois and New York, and we express no opinion herein concerning the laws of any other jurisdiction.
The opinions and statements expressed herein are as of the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in applicable law which may hereafter occur.
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