Exhibit 5

                    [LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]

                                  June 7, 2001

The CIT Group, Inc.
1211 Avenue of the Americas
New York, New York  10036

Ladies and Gentlemen:

      We are special counsel to The CIT Group, Inc., a Nevada corporation (the
"Corporation"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") of the Corporation covering $16,202,600,000 aggregate
principal amount of the Corporation's senior/senior subordinated debt securities
(the "Debt Securities"), which is being filed with the Securities and Exchange
Commission (the "Commission") on the date hereof, relating to the issuance from
and after the date hereof of up to $16,202,600,000 in aggregate principal amount
of the Debt Securities pursuant to the following indentures (each, an
"Indenture"): (i) the Indenture dated as of September 24, 1998, between The CIT
Group, Inc., a Delaware corporation ("CIT Delaware"), and Bank One, NA (as
successor to The First National Bank of Chicago), as Trustee, as supplemented by
the First Supplemental Indenture, dated as of May 9, 2001, among CIT Delaware,
Bank One, NA, as Trustee and Bank One NA, London Branch, as London Paying Agent
and London Calculation Agent and the Second Supplemental Indenture, dated as of
June 1, 2001, among the Corporation (as successor to CIT Holdings (NV) Inc., a
Nevada Corporation ("CIT Holdings") (as successor to CIT Delaware)), CIT
Holdings and Bank One, NA, as Trustee; (ii) the Indenture dated as of September
24, 1998, between the Corporation and The Bank of New York, as Trustee as
supplemented by the First Supplemental Indenture, dated as of June 1, 2001,
among the Corporation (as successor to CIT Holdings (as successor to CIT
Delaware)), CIT Holdings and The Bank of New York, as Trustee; and (iii) the
Indenture dated as of September 24, 1998, between the Corporation and The Bank
of New York, as Senior Subordinated Trustee, as supplemented by the First
Supplemental Indenture, dated as of June 1, 2001, among the Corporation (as
successor to CIT Holdings (as successor to CIT Delaware)), CIT Holdings and The
Bank of New York, as Senior Subordinated Trustee.

      In this capacity, we have examined a signed copy of the Registration
Statement and originals, telecopies or copies, certified or otherwise identified
to our satisfaction, of such records of the Corporation and all such agreements,
certificates of public officials, certificates of officers or representatives of
the Corporation and others, and such other documents, certificates and corporate
or other records as we have deemed necessary or appropriate as a basis for this
opinion. As to all matters of fact (including, without limitation, matters of
fact set forth in this opinion), we have relied upon and assumed the accuracy of
statements and representations of officers and other representatives of the
Corporation and others. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons signing or delivering any
instrument, the authority of all persons signing the Registration Statement, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. We have
also assumed that each Indenture has been duly authorized, executed and
delivered by the trustee named therein and constitutes a valid and binding
agreement of such trustee.


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      We are attorneys admitted to practice in the State of New York and the
opinion set forth below is limited to the laws of the State of New York. With
your permission, we have rendered the opinion set forth below as if the
Corporation were incorporated under the laws of the State of New York.

      Based upon the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Debt Securities have been
duly authorized and, when duly executed by the Corporation and authenticated in
accordance with the terms of an Indenture and issued and delivered in accordance
with the terms of such Indenture against payment therefor as contemplated by the
Registration Statement, will constitute valid and binding obligations of the
Corporation.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm appearing under the
heading "Legal Opinions" in the Registration Statement and the Prospectus which
forms a part of the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the General Rules
and Regulations of the Commission thereunder.

                                              Very truly yours,

                                              Schulte Roth & Zabel LLP