Associates First Capital Corp – ‘S-4’ on 2/29/00 – EX-5

On:  Tuesday, 2/29/00   ·   As of:  3/1/00   ·   Accession #:  912057-0-9108   ·   File #:  333-31376

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               204   1.17M 
                          Business-Combination Transaction                       
 2: EX-5        Opinion re: Legality                                   3     12K 
 3: EX-12       Statement re: Computation of Ratios                    1      8K 
 4: EX-23.1     Consent of Experts or Counsel                          1      7K 
 5: EX-23.2     Consent of Experts or Counsel                          1      6K 
 6: EX-24       Power of Attorney                                      2±    12K 
 7: EX-25       Statement re: Eligibility of Trustee                   5     24K 
 8: EX-27       Financial Data Schedule (Pre-XBRL)                     2     10K 
 9: EX-99.2     Miscellaneous Exhibit                                  1      8K 
10: EX-99.3     Miscellaneous Exhibit                                  2     13K 

EX-5   —   Opinion re: Legality

EX-5
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                                                                     Exhibit 5

                                                                 March 1, 2000

Associates First Capital Corporation                                            
250 East Carpenter Freeway                                                      
Irving, Texas  75065                                                            

Ladies and Gentlemen:                                                           

     We have acted as counsel to Associates First Capital Corporation, a
Delaware corporation (the "Company"), in connection with the Registration       
Statement on Form S-4 (the "Registration Statement") filed by the Company with  
the Securities and Exchange Commission (the "Commission") under the Securities  
Act of 1933, as amended, relating to the issuance by the Company of up to       
45,644,630 Residual Value Obligations (the "Securities"). The Securities will be
issued pursuant to the Agreement and Plan of Merger, dated as of November 12,   
1999 (the "Merger Agreement") by and among Associates First Capital Corporation,
AFCC Newco, Inc. and Arcadia Financial Ltd. and under an indenture (the         
"Indenture") between the Company and The Chase Manhattan Bank, as Trustee.      

 We have examined the Registration Statement and the form of the
Indenture, which has been filed with the Commission as an exhibit to the        
Registration Statement. We also have examined the originals, or duplicates or   
certified or conformed copies, of such records, agreements, instruments and     
other documents and have made such other and further                            

EX-5
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Associates First Capital Corporation      -2-                     March 1, 2000 

investigations as we have deemed relevant and necessary in connection with the  
opinions expressed herein. As to questions of fact material to this opinion, we 
have relied upon certificates of public officials and of officers and           
representatives of the Company.                                                 

In rendering the opinion set forth below, we have assumed the 
genuineness of all signatures, the legal capacity of natural persons, the       
authenticity of all documents submitted to us as originals, the conformity to   
original documents of all documents submitted to us as duplicates or certified  
or conformed copies, and the authenticity of the originals of such latter       
documents.                                                                      

 Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that assuming (a) the taking   
of all necessary corporate action to approve the issuance and terms of the      
Securities, the terms of the offering thereof and related matters by the        
Board of Directors of the Company, a duly constituted and acting committee of   
such Board or duly authorized officers of the Company (such Board of            
Directors, committee or authorized officers being hereinafter referred to as    
the "Board") and (b) the due execution, authentication, issuance and delivery   
of the Securities in accordance with the provisions of the Indenture and the    
Merger Agreement, the Securities will constitute valid and legally binding      
obligations of the Company enforceable against the Company in accordance with   
their terms.                                                                    

Our opinion set forth above is subject to the effects of (i)  
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and   
other similar laws relating to or affecting                                     

EX-5
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Associates First Capital Corporation      -3-                     March 1, 2000 

creditors' rights generally, (ii) general equitable principles (whether         
considered in a proceeding in equity or at law) and (iii) an implied covenant of
good faith and fair dealing.                                                    

   We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the Delaware General Corporation Law.                              

        We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of our name under the caption "Legal  
Matters" in the Proxy Statement/Prospectus included in the Registration         
Statement.                                                                      

     Very truly yours,

                  /s/ Simpson Thacher & Bartlett

              SIMPSON THACHER & BARTLETT

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed as of:		3/1/00		1		3
Filed on:		2/29/00							4
		11/12/99		1					10-Q
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