GATX
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SEC Filings

8-K
GATX CORP filed this Form 8-K on 11/20/2018
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EX-5.1

Exhibit 5.1

Mayer Brown LLP

71 South Wacker Drive

 

November 19, 2018

 

GATX Corporation

222 West Adams Street

Chicago, Illinois 60606

  

Chicago, Illinois 60606-4637

Main Tel (312) 782-0600

Main Fax (312) 701-7711

www.mayerbrown.com

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 GATX’s issuance of $100,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021 (the “Notes”). The Notes are to be issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank National Association, as Trustee (the “Indenture”). The Notes are subject to the Underwriting Agreement (the “Underwriting Agreement”), dated November 19, 2018, 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. 333-213160) (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 forms of the Notes; and (vi) officers’ certificates 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 GATX, 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 GATX and of public officials and on the representations, warranties and agreements of GATX contained in the applicable Underwriting Agreements.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong Partnership) and Tauil & Chequer Advogados (a Brazilian partnership).

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