Attached files
file | filename |
---|---|
8-K - FORD MOTOR CREDIT COMPANY LLC 8-K - FORD MOTOR CREDIT CO LLC | a6149033.htm |
Exhibits
5 and 23.1
Ford
Motor Credit Company LLC
Corey M. MacGillivray | One American Road | |
Assistant Secretary | Dearborn, Michigan 48126 | |
January 20, 2010 |
Ford
Motor Credit Company LLC
One
American Road
Dearborn,
MI, 48126
Re: Registration
Statement
Ladies
and Gentlemen:
Reference is made to the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on May 11, 2009,
by Ford Motor Credit Company LLC (the "Company") for the registration of debt
securities (the "Debt Securities"). The Debt Securities are to be
issued pursuant to the provisions of an Indenture dated as of February 1, 1985,
as supplemented (the "Indenture"), between the Company and The Bank of New York
Mellon, as Trustee (the "Trustee"). Pursuant to the terms of the
Indenture, the Company has created as a series of Debt Securities its 8.125%
Notes due January 15, 2020 (the "Notes") currently limited to an aggregate
principal amount of $1,250,000,000.
As
Assistant Secretary of the Company, I am familiar with the Certificate of
Formation and the Limited Liability Company Agreement of the Company and with
the affairs of the Company. I also am familiar with the Company's
action taken pursuant to Sections 2.01 and 3.01 of the Indenture to establish
the Notes as a series of Debt Securities under the Indenture. I have
also examined such other documents and instruments and have made such further
investigation as I have deemed necessary or appropriate in connection with this
opinion.
Based
on the foregoing, it is my opinion that the Notes constitute legal, valid and
binding obligations of the Company.
My
opinion expressed herein is subject to the qualification that I express no
opinion as to the applicability of, compliance with, or effect of (i) any
bankruptcy, reorganization, insolvency, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine in
this area (such as substantive consolidation or equitable subordination)
affecting the enforcement of creditors' rights generally, (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and (iii) public policy considerations
which may limit the rights of parties to obtain certain
remedies.
I
wish to point out that I am a member of the Bar of the State of Michigan and do
not hold myself out as an expert in the laws of other
jurisdictions. However, I have made, or caused to be made, such
investigation as I have deemed appropriate with respect to the laws of other
jurisdictions in connection with the opinion expressed herein, and nothing has
come to my attention in the course of such investigation that would lead me to
question the correctness of such opinion.
I
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission issued
thereunder.
Very truly yours, | |||
|
/s/ Corey M. MacGillivray | ||
Corey M. MacGillivray | |||
Assistant Secretary | |||
2