Attached files
file | filename |
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8-K - FORM 8-K - SANTANDER DRIVE AUTO RECEIVABLES LLC | g24416e8vk.htm |
EX-8.1 - EX-8.1 - SANTANDER DRIVE AUTO RECEIVABLES LLC | g24416exv8w1.htm |
Exhibit
5.1
August 19, 2010
|
Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com |
Santander Drive Auto Receivables LLC
8585 North Stemmons Freeway
Suite 1100-N
Dallas, Texas 75247
8585 North Stemmons Freeway
Suite 1100-N
Dallas, Texas 75247
Re:
|
Santander Drive Auto Receivables LLC Registration Statement on Form S-3 (No. 333-139609) |
Ladies and Gentlemen:
We have acted as special counsel to Santander Drive Auto Receivables LLC, a Delaware limited
liability company (the Seller), in connection with the offering of notes (the
Notes) described in the preliminary prospectus
supplement dated August 13, 2010 (the Preliminary
Prospectus Supplement), the supplement to the Preliminary
Prospectus Supplement dated August 19, 2010 (the
Supplement) and the
base prospectus dated August 13, 2010 (the Base
Prospectus, and collectively with the Preliminary
Prospectus Supplement and the Supplement, the Preliminary Prospectus), which
have been filed with the Securities and Exchange Commission (the Commission) pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the Act). As described in the
Preliminary Prospectus, the Notes will be issued by Santander Drive Auto Receivables Trust 2010-2
(the Issuer), a trust formed by the Seller pursuant to a trust agreement between the
Seller and Deutsche Bank Trust Company Delaware, as owner trustee. The Notes will be issued
pursuant to an indenture (the Indenture) between the Issuer and Wells Fargo Bank,
National Association, as indenture trustee.
In that connection, we are generally familiar with the proceedings taken or to be taken in
connection with the proposed authorization, issuance and sale of the Notes, and have examined and
relied upon copies of such statutes, documents, corporate records and other instruments as we have
deemed necessary or appropriate for the purposes of this opinion, including the Preliminary
Prospectus and the current draft of the Indenture (including the form of the Notes included as an
exhibit thereto).
Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes,
when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended,
(b) the Notes have been duly executed and issued by the Issuer, authenticated by the
Indenture Trustee, and sold by the Seller, and (c) payment of the agreed consideration for the
Notes has been received by the Issuer, such Notes will have been duly authorized by all necessary
action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled
to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other laws relating to or affecting
Mayer
Brown LLP operates in combination with our associated English limited
liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
MAYER BROWN LLP
Santander Drive Auto Receivables LLC
August 19, 2010
Page 2
August 19, 2010
Page 2
creditors rights
generally (including, without limitation, fraudulent conveyance laws), and by general principles of
equity, regardless of whether such matters are considered in a proceeding in equity or at law.
Our opinions expressed herein are limited to the federal laws of the United States and the
laws of the State of New York. We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to a Form 8-K filed in connection with the Preliminary Prospectus and to the use of
our name therein without admitting we are experts within the meaning of the Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of the above-captioned
registration statement or the Preliminary Prospectus.
Very truly yours,
/s/
Mayer Brown LLP
Mayer Brown LLP