CIT GROUP FUNDING COMPANY OF CANADA

CIT GROUPFUNDING COMPANY OF CANADA

C$1,000,000,000

Short Term Promissory Notes

Unconditionally and Irrevocably Guaranteed by

CIT GROUP INC.

INFORMATION MEMORANDUM

This Information Memorandum is not, and under no circumstances is to be construed as, an offering of Short TermPromissory Notes for sale in the United States of America (including the States and the District of Columbia), itsterritories, its possessions and other areas subject to its jurisdiction or to any citizen or resident of the United Statesof America. The Short Term Promissory Notes will not be sold outside of Canada or to any person who is notresident in Canada or to any person purchasing for resale to, or for the account or benefit of, any person who is notresident in Canada. The Short Term Promissory Notes have not been and will not be registered under the UnitedStates Securities Act of 1933, as amended. Residents of the United States of America or persons acting for and onbehalf of residents of the United States of America are not permitted to hold the Short Term Promissory Notes.

This Information Memorandum does not in any way obligate CIT Group Funding Company of Canada to accept anoffer to purchase Short Term Promissory Notes.

November 4, 2003

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CIT GROUP FUNDING COMPANY OF CANADA

CIT Group Funding Company of Canada (“CIT Funding Canada”) was incorporated as anunlimited company under the Companies Act (Nova Scotia) on October 28, 2003, and is an indirect,wholly-owned subsidiary of CIT Group Inc.

The registered office of CIT Funding Canada is located at Suite 900, Purdy’s Wharf Tower One,1959 Upper Water Street, P.O. Box 997, Halifax, Nova Scotia, B3J 2X2.

CIT GROUP INC.

CIT Group Inc. (“CIT”), a Delaware corporation, is a leading global commercial and consumerfinance company that was founded in 1908. CIT is a source of financing and leasing capital forcompanies in a wide variety of industries, including many of today’s leading industries and emergingbusinesses, offering vendor, equipment, commercial, factoring, consumer and structured financingcapabilities.

CIT has a broad array of “franchise” businesses that focus on specific industries, asset types andmarkets, which are balanced by client, industry and geographic diversification.

CIT provides a wide range of financing and leasing products to small, midsize and largercompanies across a wide variety of industries, including manufacturing, retailing, transportation,aerospace, construction, technology, communication, and various service-related industries. The securedlending, leasing and factoring products of its operations include direct loans and leases, operating leases,leveraged and single investor leases, secured revolving lines of credit and term loans, credit protection,accounts receivable collection, import and export financing, debtor-in possession and turnaroundfinancing, and acquisition and expansion financing. Consumer lending consists primarily of home equitylending to consumers originated largely through a network of brokers and correspondents.

CIT’s executive offices are located at 1 CIT Drive, Livingston, New Jersey 07039 (telephonenumber: (973) 740-5000).

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DESCRIPTION OF THE SHORT TERM PROMISSORY NOTES

Principal Amount: The maximum aggregate principal amount of short term promissory notes of CITFunding Canada (the “Notes”) to be outstanding at any one time shall not exceedC$1,000,000,000 or the equivalent thereof in U.S. dollars at the date of issue.

Purpose: The net proceeds from the sale of the Notes will be used by CIT Funding Canadafor general corporate purposes of CIT Funding Canada and its affiliatedcompanies.

Denominations: Multiples of C$1,000, subject to a minimum of C$100,000 or the equivalent inU.S. dollars at the date of issue.

Maturities: Up to one year from the date of issue.

Discount and Ratesof Interest: Available upon request.

Guarantee: The Notes are unconditionally and irrevocably guaranteed as to payment ofprincipal and interest, if any, by CIT pursuant to a Letter of Guaranty datedNovember 4, 2003. This guarantee is governed by the laws of the State of NewYork. A copy may be obtained on request from CIT Group Inc., 1 CIT Drive,Livingston, New Jersey, USA 07039, telephone: (973) 740-5000, Attention:Treasurer.

Ratings: Ratings of the Notes (if any) available upon request.

Form of Notes: The Notes will be issued as non-interest bearing notes sold at a discount or asinterest-bearing notes sold at par, in the form attached.

The Notes will be issued in “book-entry only” form (“Book-Entry Notes”) unlessCIT Funding Canada, at its option, elects to issue the Notes in fully registeredform, as described below. All Book-Entry Notes must be purchased ortransferred through participants (“Participants”) in The Canadian Depository forSecurities Limited (“CDS”) clearing system, which Participants include securitiesbrokers, dealers, banks and trust companies, or through other institutions(“Indirect Participants”) that maintain custodial relationships with a Participant,either directly or indirectly.

CIT Funding Canada will cause Book-Entry Notes to be held by or on behalf of,and registered in the name of, CDS or its nominee. CIT Funding Canadaunderstands that each purchaser of an interest in a Book-Entry Note will receive acustomer confirmation of purchase from the registered dealer from whom suchNote is purchased in accordance with the practices and procedures of thatregistered dealer. Practices may vary, but CIT Funding Canada understands thatgenerally customer confirmations are issued promptly after execution of acustomer order.

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None of CIT Funding Canada, CIT, any of their affiliates, or the registereddealers will assume any liability for: (a) any aspect of the records relating to thebeneficial ownership of Book-Entry Notes held by CDS or the payments relatingthereto; (b) maintaining, supervising or reviewing any records relating to theBook-Entry Notes; or (c) any advice or representation made by or with respect toCDS (including those contained in this Information Memorandum) and relating tothe rules governing CDS or any action to be taken by CDS or at the direction ofits Participants.

The ability of a holder to pledge Book-Entry Notes or interests therein or takeaction with respect thereto (other than through a Participant or an IndirectParticipant) may be limited due to the lack of physical certificates.

CIT Funding Canada will have the option at any time to terminate its participationin the CDS book-entry system with respect to the Book-Entry Notes, in whichcase Notes in certificated form payable to bearer or to the order of a holderthereof will be issued to holders of Book-Entry Notes or their nominees.

The Book-Entry Notes will be subject to the Depository Bills and Notes Act(Canada).

Delivery: Delivery of Book-Entry Notes will be made in accordance with the rulesestablished by CDS. If applicable, delivery of Notes in certificated form will bemade against payment in immediately available funds by certified cheque,electronic funds transfer or other means acceptable to CIT Funding Canada, andmay be arranged for same day delivery to the purchaser or its agent through theIssuing and Paying Agent in Toronto. In other principal cities in Canada, deliverywill be made by letter of undertaking.

Payment: All payments on Book-Entry Notes will be made by or on behalf of CIT FundingCanada through the Issuing and Paying Agent in accordance with the rules andprocedures established by CDS. The Issuing and Paying Agent will then makepayments to CDS; such payments will be forwarded by CDS to its Participants,by Participants to holders or by Participants to Indirect Participants and thereafterto holders.

At maturity, payment of the principal of, and interest (if any) on, Notes incertificated form will be made by or on behalf of CIT Funding Canada throughthe Issuing and Paying Agent in the currency of issue upon presentation andsurrender of the Notes.

Bank Lines ofCredit:

CIT maintains lines of credit with its bankers in amounts sufficient for itsoperations, including commercial paper activity of CIT Funding Canada.

Restrictions: The Notes will not be offered for sale in the United States of America (includingthe States and the District of Columbia), its territories, its possessions and otherareas subject to its jurisdiction or to any citizen or resident of the United States ofAmerica. The Notes will not be sold outside Canada or to any entity that is notresident in Canada, or to any entities purchasing for resale to, or for the account orbenefit of, any entity who is not resident in Canada. Residents of the UnitedStates of America or persons acting for and on behalf of residents of the UnitedStates of America are not permitted to hold the Notes.

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Issuing and PayingAgent:

Canadian Imperial Bank of Commerce

Eligibility forInvestment:

Eligibility of the Notes for investment by certain purchasers is governed bygeneral restrictions and provisions set out in statutes applicable to suchpurchasers, and in certain cases, subject to prudent investment standardsestablished by such purchasers.

Residents of NovaScotia:

Residents of Nova Scotia shall not purchase Notes pursuant to this InformationMemorandum unless they receive an addendum hereto that sets out the statutoryrights required by the Securities Act (Nova Scotia).

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CERTIFIED EXTRACT FROM THE ARTICLES OF ASSOCIATION OF


“The directors on behalf of the Company may:

(1) raise or borrow money for the purposes of the Company or any of them;

(2) secure, subject to the sanction of a special resolution where required by the Act, therepayment of funds so raised or borrowed in such manner and upon such terms andconditions in all respects as they think fit, and in particular by the execution and deliveryof mortgages of the Company’s real or personal property, or by the issue of bonds,debentures or other securities of the Company secured by mortgage or other charge uponall or any part of the property of the Company, both present and future including itsuncalled capital for the time being;

(3) sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of orsecurities for funds borrowed or to be borrowed for the purposes aforesaid;

(4) pledge debentures as security for loans; and

(5) guarantee obligations of any person.

Bonds, debentures and other securities may be made assignable, free from any equities between theCompany and the person to whom such securities were issued.”

The undersigned, the Senior Vice President and Secretary of CIT Group Funding Company ofCanada (the “Company”), hereby certifies for and on behalf of the Company that the foregoing is a trueand correct extract from the articles of association (the “Articles”) of the Company, which Articles remainin full force and effect unamended as of the date hereof.

DATED the 4th day of November, 2003.

Name: Eric S. MandelbaumTitle: Senior Vice President and Secretary

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CERTIFIED EXTRACT FROM RESOLUTIONS OF THE BOARD OF DIRECTORS OF


“RESOLVED, that the Company is authorized from time to time to borrow money by the issue andsale of short term unsecured promissory notes (the ‘‘Notes’’) in denominations of not less than $100,000in lawful money of Canada (or the U.S. dollar equivalent thereof at the time of issue), provided that theaggregate principal amount of the Notes of the Company outstanding at any one time shall not exceed$1,000,000,000 in lawful money of Canada (or the U.S. dollar equivalent thereof calculated as at the timeof issue), that each Note shall be payable not later than one year from the date of its issue, and that suchlimitation as to aggregate principal amount of borrowing shall be directory only and shall not in any wayaffect the rights of any lender to the Company and of the holder of any of the Notes;

RESOLVED, that the Notes shall be signed in the name and on behalf of the Company by any oneof the Chief Financial Officer, the Executive Vice President – Corporate Treasury and Treasurer, the VicePresident – Corporate Treasury and Assistant Treasurer, the Vice President – Corporate Treasury and theAssistant Vice President – Corporate Treasury (the “Authorized Signatories”) and such signature may beeither manual or facsimile provided that no Note shall be valid or binding on the Company, unlessmanually authenticated on behalf of the Company by the duly appointed issuing agent of the Company;any Note so executed shall after delivery (whether physical or electronic) against payment therefor bevalid and binding on the Company notwithstanding that at any time after the execution thereof any personsigning the same shall have ceased to hold the office in the Company held by such person at the time ofsuch signing;”

The undersigned, the Senior Vice President and Secretary of CIT Group Funding Company of Canada(the “Company”), hereby certifies for and on behalf of the Company that the foregoing is a true andcorrect extract from the resolutions adopted by the Board of Directors of the Company on the 4th day ofNovember, 2003, and that such resolutions remain in full force and effect on the date hereof, unamended.



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CERTIFICATE OF INCUMBENCY AND SIGNATURES OF OFFICERS

Office Name Signature

Chief Financial Officer Joseph M. Leone

Executive Vice President –Corporate Treasury andTreasurer

Glenn A. Votek

Vice President – CorporateTreasury and Assistant Treasurer

Christopher J. Grimes

Vice President – CorporateTreasury

Michael J. McConnell

Assistant Vice President –Corporate Treasury

John D. Reilly

The undersigned, the Senior Vice President and Secretary of CIT Group Funding Company ofCanada (the “Company”), hereby certifies for and on behalf of the Company that the persons namedabove have been duly elected or appointed to the offices in the Company set opposite their respectivenames, that such persons are now holding the offices set opposite their respective names and are acting assuch officers and that the signature set opposite each name is a true specimen of the signature of suchofficer.



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CERTIFIED EXTRACT FROM RESOLUTIONS

OF THE BOARD OF DIRECTORS OF CIT GROUP INC.

“WHEREAS, the Corporation has considered certain matters in connection with financingactivities or other activities by certain corporations, associations or business trusts which are owned,directly or indirectly, by the Corporation and which are consolidated into the financial statements of theCorporation (each, a “Subsidiary”, or collectively, the “Subsidiaries”), including loan, lease and othertransactions entered into by the Subsidiaries in the course of their respective businesses;

WHEREAS, the Corporation may deem it advisable from time to time and in the best interest ofthe Corporation and any Subsidiary to be in a position to guaranty or provide other recourse orindemnities to third parties for obligations of such Subsidiary in connection with its financing or otheractivities;

WHEREAS, the Corporation desires to authorize any one of the President and Chief ExecutiveOfficer, Chief Financial Officer and Treasurer (each, an “Authorized Officer”) to approve suchtransactions under such terms and conditions as any one of them may approve from time to time;

NOW, THEREFORE, BE IT:

RESOLVED, that any one of the Authorized Officers is each hereby authorized from time to timeon behalf of the Corporation to approve guarantees, recourse arrangements, repurchase agreements orother forms of suretyship undertakings, assurances, indemnities or other agreements (collectively,“Support Agreements”) with respect to or otherwise in support of the obligations and liabilities of anySubsidiary to third parties, and to amend any such documents from time to time;

RESOLVED FURTHER, that any one of the Authorized Officers is hereby authorized from timeto time on behalf of the Corporation to execute any such Support Agreement;

RESOLVED FURTHER, that any Authorized Officer is hereby authorized to delegate theirauthority to execute (but not approve) any such Support Agreement to any Executive Vice President,Senior Vice President or Vice President of the Corporation;

RESOLVED FURTHER, that any one of the Authorized Officers or Vice Presidents of theCorporation is empowered to approve or authorize, as the case may be, such further action and thepreparation, execution, and delivery of all of the foregoing documents, and that an Authorized Officer orVice President of the Corporation and its counsel are hereby authorized to take all such further action andto execute and deliver all such further instruments and documents, in the name and on behalf of theCorporation and under its corporate seal or otherwise, and to pay all expenses in connection therewith, asin his or her judgment shall be necessary, proper, or advisable in order to fully carry out the intent andaccomplish the purposes of the foregoing resolution;

RESOLVED FURTHER, that all actions heretofore or hereafter taken by any officer or officersof the Corporation within the terms of the foregoing resolutions are hereby ratified and confirmed as theact and deed of the Corporation.”

The undersigned, an Assistant Secretary of CIT Group Inc. (the “Corporation”), hereby certifies for andon behalf of the Corporation that CIT Group Funding Company of Canada is a Subsidiary (as definedabove) of the Corporation and that the foregoing is a true and correct extract from the resolutions adopted

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by the Board of Directors of the Corporation on the 27th day of June, 2002, and that such resolutionsremain in full force and effect on the date hereof, unamended.


Name: Eric S. MandelbaumTitle: Assistant Secretary

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CIT GROUP INC.

CERTIFICATE OF INCUMBENCY AND SIGNATURES OF OFFICERS

Office Name Signature

Vice Chairman and Chief FinancialOfficer

Joseph M. Leone

Executive Vice President andTreasurer

Glenn A. Votek

The undersigned, an Assistant Secretary of CIT Group Inc. (the “Corporation”), hereby certifiesfor and on behalf of the Corporation that the persons named above have been duly appointed to the officesin the Corporation set opposite their respective names, that such persons are now holding the offices setopposite their respective names and are acting as such officers and that the signature set opposite eachname is a true specimen of the signature of such officer.


Name: Eric S. MandelbaumTitle: Assistant Secretary

Montréal • Ottawa • Toronto • Calgary • Vancouver • London • Beijing

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Box 25, Commerce Court West199 Bay StreetToronto, Ontario, CanadaM5L 1A9Deliveries: 28th FloorTelephone: 416.863.2400Facsimile: 416.863.2653www.blakes.com

November 4, 2003

CIT Group Funding Company of CanadaSuite 900Purdy’s Wharf Tower One1959 Upper Water StreetP.O. Box 997Halifax, Nova Scotia B3J 2X2

Dear Sirs and Mesdames:

Re: Issuance of Short Term Promissory Notes

We have acted as counsel to CIT Group Funding Company of Canada (the “Company”) inconnection with the proposed issue and sale from time to time of the Company’s negotiable short termpromissory notes (the “Notes”) in denominations of not less than $100,000 in lawful money of Canada (orits equivalent in U.S. currency on the date of issuance) and in maturities of not more than one year fromthe respective dates of issue thereof, the payment of principal and interest (if any) on such Notesunconditionally guaranteed by CIT Group Inc. (the “Guarantee”), all as more particularly described in theInformation Memorandum dated November 4, 2003 (the “Memorandum”) of which this opinion forms apart.

For the purposes of this opinion, we have examined originals or copies, certified or otherwiseidentified to our satisfaction, of such documents and instruments as we have considered necessary as abasis for the opinions hereinafter expressed.

In the foregoing examinations, we have assumed the genuineness of all signatures, the legalcapacity of all individuals, the authenticity of all documents submitted to us as originals and theconformity to the originals of all documents submitted to us as certified, conformed, telecopied,photocopied or electronic copies thereof.

We are members of the Bars of the Provinces of Ontario, Québec, Alberta and British Columbiaand are qualified to express opinions only with respect to the laws of those Provinces and the federal lawsof Canada applicable therein. Subject to the following sentence, the opinions set forth below relate onlyto the laws of the Province of Ontario and the federal laws of Canada applicable in such Province and weexpress no opinion as to any laws, or any matters governed by any laws, of any other jurisdiction.Notwithstanding the foregoing sentence, the opinions set forth below in paragraphs 1 and 2 relate solelyto the laws of the Province of Nova Scotia, the opinion in paragraph 3 below relates to the respective lawsof the Provinces of Ontario and Nova Scotia and the opinion in paragraph 4 below relates to the

blake

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respective laws of each Province of Canada. Insofar as the opinions set forth below relate to the laws ofany jurisdiction other than the laws of the Provinces of Ontario, Québec, Alberta, British Columbia andthe federal laws of Canada applicable therein, we have relied exclusively without any independentinvestigation on our part on the opinions of local counsel of even date herewith and listed below, copiesof which have been provided to you:

(a) MacPherson Leslie & Tyerman LLP – Saskatchewan;

(b) Taylor McCaffrey LLP – Manitoba; and

(c) Stewart McKelvey Stirling Scales – Nova Scotia, Newfoundland and Labrador, NewBrunswick and Prince Edward Island.

The opinions expressed herein are limited in scope, to the extent they relate to laws of theProvinces of Canada other than the Provinces of Ontario, Québec, Alberta and British Columbia (the“Other Provinces”), to the matters expressed in the opinions of counsel in such Other Provinces uponwhich we have relied and to the extent that any opinion of counsel upon which we have relied is stated tobe based on any assumption, to be given in reliance on any certificate or other document, or to be subjectto any limitation, qualification or exception, the opinion expressed below relying on such opinion is basedupon the same assumption, is given in reliance on the same certificate or document, and is subject to thesame limitation, qualification or exception.

In connection with the opinions expressed below, we have, without having made anyinvestigation, search or inquiry regarding the factual matters therein set forth, relied upon a certificate ofan officer of the Company dated the date hereof.

For the purposes of the opinion expressed in paragraph 3, we have assumed that:

(a) the Company is an unlimited company incorporated under the Companies Act (NovaScotia) and has not been dissolved and is in good standing under the CorporationsRegistration Act (Nova Scotia) as to the payment of fees;

(b) the Company has all necessary corporate power to borrow money by the issue and sale ofthe Notes, and has taken all necessary corporate action required to authorize theexecution, issuance and sale of the Notes and the borrowing of money thereby;

(c) to the extent that such matters are governed by the laws of the Province of Nova Scotia,each Note will have been duly executed and delivered by the Company when such Notehas been signed by or on behalf of the Company and delivered unconditionally to thepurchaser thereof or its agent;

(d) the execution and delivery of the Notes by the Company, and the performance by theCompany of its duties, covenants, obligations and liabilities under the Notes will not:

(i) contravene or result in a breach of, or constitute a default under, the Company’smemorandum and articles of association or any other constating documents ofthe Company; or

(ii) contravene or violate or be prohibited or rendered in whole or in partunenforceable by any law, rule or regulation under Nova Scotia law or Canadianfederal law applicable in the Province of Nova Scotia; and

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(e) no provisions of the Companies Act (Nova Scotia) or of any other Nova Scotia law, ruleor regulation will impose any requirements as to form with respect to the Notes.

The opinion expressed in paragraph 3 is subject to the qualification that enforceability may belimited by applicable bankruptcy, insolvency, moratorium, reorganization and other laws relating to oraffecting the enforcement of creditors’ rights generally, by the fact that the enforceability of the Notesmay be limited by general principles of equity and no opinion is expressed regarding the availability ofany equitable remedy (including those of specific performance and injunction) which remedies are onlyavailable in the discretion of a court of competent jurisdiction, and by the fact that a judgment of a courtin Canada may only be awarded in Canadian currency.

No opinion is expressed with respect to the Guarantee.

Notwithstanding any provision of the Notes, the rate at which interest is payable on any judgmentobtained in respect of any obligation contained in the Notes may be limited by the Interest Act (Canada),the Judgment Interest Act (Alberta), the Court Order Interest Act (British Columbia) or similar applicableprovincial legislation to a rate which is less than the rate stipulated in the Notes.

In connection with the opinion expressed in paragraph 4 below relating to the Provinces of BritishColumbia, Saskatchewan and Nova Scotia, we have assumed that the Notes have been assigned a creditrating of R-1 (low) by Dominion Bond Rating Service Limited (“DBRS”) and there has been noannouncement by DBRS that the rating may be downgraded to a level below R-1 (low) or that the ratinghas been downgraded to a level below R-1 (low) and, in the case of the Province of Nova Scotia, that norating agency other than DBRS has rated the Notes or announced its intention to issue a rating for theNotes.

In connection with the opinion expressed in paragraph 4 below, we have assumed that the Noteswill have the attributes described in the Memorandum.

We have assumed that each of the prospective purchasers of the Notes is purchasing the Notes asprincipal for its own account, and not for the benefit of any other person.

Based upon and subject to the foregoing, we are of the opinion that at the date hereof:

1. The Company is an unlimited liability company incorporated under the Companies Act(Nova Scotia) and has not been dissolved.

2. The Company has all necessary corporate power to borrow money by the issue and saleof the Notes, and has taken all necessary corporate action required to authorize theexecution, issuance and sale of the Notes and the borrowing of money thereby.

3. Each Note, a specimen of which is included in the Memorandum, when completed, dulyexecuted on behalf of the Company, manually authenticated for and on behalf of theCompany by the Company’s issuing agent, and delivered by the Company againstpayment therefor, will constitute a valid and binding obligation of the Company,enforceable against the Company in accordance with its terms.

4. No filing or registration is necessary under applicable securities legislation in theProvinces of Canada in order for the Company to offer the Notes for sale through personslegally authorized to do so in accordance with applicable securities laws:

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(a) to the public in each of the Provinces of Ontario, British Columbia, Alberta,Saskatchewan, Manitoba, Newfoundland and Labrador, New Brunswick, NovaScotia and Prince Edward Island; and

(b) to the public in the Province of Québec (provided a copy of the Memorandum,together with any other disclosure documents delivered to purchasers of Notesresident in the Province of Québec, is filed with the Commission des valeursmobilières du Québec).

Since the opinions herein are given at the date hereof, reliance on such opinions as to Notesissued after the date hereof must be on the assumption that there has been no change in the law or in thefacts on which the opinions are based. This opinion is provided for the benefit of the person to whom it isaddressed and may not be relied upon by any other person and is provided solely in connection with thetransaction to which it relates. This opinion may not be quoted, in whole or in part, or otherwise referredto or used for any other purposes.

Yours very truly,

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CIT1 CIT DriveLivingston, NJ 07039

November 4, 2003

CIT Group Funding Company of CanadaSuite 900Purdy’s Wharf Tower One1959 Upper Water StreetP.O. Box 997Halifax, Nova Scotia B3J 2X2

Re: Guarantee of Short-Term Promissory NotesIssued by CIT Group Funding Company of Canada

Ladies and Gentlemen:

I am a Senior Vice President and Associate General Counsel of CIT Group Inc., a Delawarecorporation (“CIT Group”). I have acted as counsel to CIT Group in connection with its guarantee ofpayment of the indebtedness of its subsidiary, CIT Group Funding Company of Canada (“CIT FundingCanada”), represented by short term promissory notes (the “Notes”) to be issued and sold by CIT FundingCanada from time to time in accordance with CIT Funding Canada’s related Information Memorandumdated November 4, 2003 (the “Information Memorandum”).

In that regard, I or attorneys working under my direction, have examined and relied uponoriginals or copies, certified or otherwise identified to my satisfaction as being true copies of all suchrecords of CIT Group, all such agreements, certificates, and other documents as I have deemed necessaryas a basis for the opinions set forth herein, including the Information Memorandum.

In such examination, I or such attorneys working under my direction, have assumed thegenuineness of all signatures other than those signatures for CIT Group, the legal capacity of all naturalpersons, the authenticity of all documents submitted to me as originals, and the conformity to authenticoriginal documents of all documents submitted to me as certified or photostatic copies. I or suchattorneys have investigated such questions of law for the purpose of rendering these opinions as I havedeemed necessary.

Based on the foregoing, and subject to the limitations and qualifications set forth below, I am ofthe opinion that:

(a) CIT Group has been duly organized and is validly existing as a corporation in goodstanding under the laws of the State of Delaware, with corporate power and authority to guarantee thepayment when due of the Notes;

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(b) all necessary corporate action has been taken by CIT Group to authorize its unconditionaland irrevocable guarantee of payment when due of the principal of and interest on any Notes issued andsold from time to time by CIT Funding Canada in accordance with the Information Memorandum, as suchis evidenced by a certain unconditional letter of guaranty of CIT Group dated November 4, 2003 (the“Guaranty”) which Guaranty is endorsed on the reverse side of the form of Note; and

(c) the Guaranty is in satisfactory form and when duly executed by any one of the ChiefExecutive Officer, the President, the Chief Financial Officer or the Treasurer of CIT Group, a guaranteein such form will constitute a valid and binding obligation of CIT Group enforceable in accordance withits terms, subject to: (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization,receivership, conservatorship, moratorium and similar laws relating to or affecting creditor’s rights, (ii)general equity principles, and (iii) the qualification that any judgment of a New York court enforcing theGuaranty may only be awarded in U.S. dollars.

For purposes of this opinion letter, I have assumed that (i) the Notes will have been duly executedand delivered by all parties thereto (other than CIT Group) and each is valid and binding upon andenforceable against such parties (other than CIT Group), subject to applicable bankruptcy, insolvency,moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rightsgenerally and court decisions with respect thereto and (ii) there has been no mutual mistake of fact ormisunderstanding, fraud, duress or undue influence.

I am a member of the bar of the State of New York and I express no opinion as to any mattersgoverned by any laws other than the laws of the State of New York, the federal laws of the United Statesand the Delaware General Corporation Law. Although I am not a member of the bar of the State ofDelaware, I have made such examination of the laws of that state as I deemed necessary to render theopinions set forth herein. The foregoing opinions are given on express understanding that they are givenin my capacity as an officer of and corporate counsel to CIT Group.

The information set forth herein is as of the date hereof. I assume no obligation to advise you ofchanges which may thereafter by brought to my attention. My opinions are based on statutory andjudicial decisions in effect at the date hereof, and I do not opine with respect to any law, regulation, ruleor governmental policy or decision that may be enacted determined or adopted after the date hereof, nordo I assume any responsibility to advise you of future changes in my opinions.

This opinion is rendered solely to the addressee hereof, for its use in connection with thetransactions contemplated herein and may not be relied upon for any other purpose or by any otherperson.

Yours truly,

James P. ShanahanSenior Vice President andAssociate General Counsel

Discount/Interest BearingÀ escompte / Portant intérêt

CIT Group Funding Company of Canada, for value received, hereby promises to pay to or to the order ofCIT Group Funding Company of Canada, contre valeur reçue, promet par les présentes de payer à ou à l’ordre de

on the Due Date the sum ofà la date d’échéance la somme de

DOLLARS

plus interest thereon at per cent per annum, from the date hereof to the date of maturitymajorée de l’intérêt couru, au taux de pour cent par année, entre la date des présentes à la date d’échéance

payable in lawful money of on presentation and surrender of this Noteen monnaie légale du sur présentation et remise du présent billet

to the main branch of Canadian Imperial Bank of Commerce inà la succursale principale de la Banque Canadienne Impériale de Commerce à

This Note shall become valid only when authenticated on behalf of CIT Group Funding Company of Canada and otherwise completed in accordancewith such electronic banking procedures as may be agreed upon by CIT Group Funding Company of Canada and its Issuing Agent.Le présent billet ne devient valide que lorsqu’il est authentifié au nom du CIT Group Funding Company of Canada et qu’il a par ailleurs été rempliconformément aux procédures d’opérations bancaires électroniques dont CIT Group Funding Company of Canada et son agent émetteur peuventconvenir.

This Note shall be interpreted by and governed exclusively in accordance with the laws of the Province of Ontario and the federal laws of Canadaapplicable therein. This is a depository note subject to the Depository Bills and Notes Act (Canada).Le présent billet est régi par les lois de la province d’Ontario et les lois du Canada qui s’y appliquent, et doit être interprété conformément à celles-ci,exclusivement. Le présent billet est un billet de dépôt assujetti à la Loi sur les lettres et billets de dépôt (Canada).


By/par:Authenticated on behalf of CIT Group Funding Company of CanadaAuthentifié au nom de CIT Group Funding Company of Canada

Treasurer/TrésorierBy/par:

__________________________________________________Authorized Signature/Signataire autorisé

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933.LE PRÉSENT BILLET N’A PAS ÉTÉ NI NE SERA INSCRIT EN VERTU DE LA LOI DES ÉTATS-UNIS INTITULÉE SECURITIES ACT OF 1933.

BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON AND THATIT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON

EN ACCEPTANT LA PRÉSENTE OBLIGATION, LE DÉTENTEUR DÉCLARE ET GARANTIT QU’IL N’EST PAS UNE PERSONNE DES ÉTATS-UNISET QU’IL N’AGIT PAS POUR LE COMPTE OU AU NOM D’UNE TELLE PERSONNE.

Issue DateDate d’émission

Due DateDate d’échéance

PROMISSORY NOTEBILLET À ORDRE

CIT GROUP FUNDINGCOMPANY OF CANADA Note No:

Billet no :

Payment of the within Note, when and as the same shall become dueand payable, is unconditionally and irrevocably guaranteed by CITGroup Inc. pursuant to the terms and conditions of a Letter ofGuaranty dated November 4, 2003. This guarantee is governed bythe laws of the State of New York. A copy may be obtained onrequest from CIT Group Inc., 1 CIT Drive, Livingston, New Jersey,USA 07039, telephone: (973) 740-5000, Attention: Treasurer.

Le paiement du présent billet, à la date et aux moments auxquels ildevient exigible et payable, est garanti inconditionnellement etirrévocablement par CIT Group Inc. conformément aux modalitésd’une lettre de garantie datée du 4 novembre 2003. Une telle garantieest régie par les lois de l’État de New York. On peut s’en procurer unexemplaire auprès du trésorier de CIT Group Inc., au 1 CIT Drive,Livingston, New Jersey, USA 07039 (no de tél. : (973) 740-5000).

CIT GROUP INC.

By/par:

Treasurer/Trésorier

CIT GROUP FUNDING COMPANY OF CANADA

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