Attached files
file | filename |
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8-K - HYUNDAI ABS FUNDING LLC | v194775_8k.htm |
EX-8.1 - HYUNDAI ABS FUNDING LLC | v194775_ex8-1.htm |
EXHIBIT
5.1
August
19, 2010
Hyundai
Auto Receivables Trust 2010-B
Hyundai
ABS Funding Corporation
3161
Michelson Drive, Suite 1900
Irvine,
California 92612
|
Mayer
Brown LLP
71
South Wacker Drive
Chicago,
Illinois 60606-4637
Main
Tel +1 312 782 0600
Main
Fax +1 312 701 7711
www.mayerbrown.com
|
Re:
|
Hyundai
Auto Receivables Trust 2010-B
|
|
Registration
Statement on Form S-3
|
|
Registration
No. 333-144832
|
Ladies
and Gentlemen:
We have examined originals or copies,
certified or otherwise identified to our satisfaction, of the organizational
documents of the Depositor and the Issuing Entity, the Indenture, the form of
Notes included as an exhibit to the Indenture, and such other records, documents
and certificates of the Issuing Entity and public officials and other
instruments as we have deemed necessary for the purpose of this
opinion. In addition, we have assumed that the Indenture will be duly
executed and delivered by the parties thereto; that the Notes will be duly
executed and delivered substantially in the forms contemplated by the Indenture;
and that the Notes will be sold as described in the Registration
Statement.
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.
Mayer
Brown LLP
Hyundai
Auto Receivables Trust 2010-B
August
19, 2010
Page
2
Based upon the foregoing, we are of the
opinion that:
The Notes are in due and proper form
and, assuming the due authorization, execution and delivery of the Indenture by
the Issuing Entity and the Indenture Trustee, and the due authorization of the
Notes by all necessary action on the part of the Issuing Entity, when the Notes
have been validly executed, authenticated and issued in accordance with the
Indenture and delivered against payment therefor, the Notes will be valid and
binding obligations of the Issuing Entity, enforceable against the Issuing
Entity in accordance with their terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors’ rights generally (including, without limitation, fraudulent
conveyance laws), and general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
The opinions expressed above are
limited to the federal laws of the United States of America and the laws of the
State of New York (excluding choice of law principles therein). We express no
opinion herein as to the laws of any other jurisdiction and no opinion regarding
the statutes, administrative decisions, rules, regulations or requirements of
any county, municipality, subdivision or local authority of any
jurisdiction.
We hereby consent to the filing of this
opinion with the Securities and Exchange Commission as an exhibit to the
Registration Statement and to the use of our name therein, without admitting
that we are “experts” within the meaning of the Act or the rules or regulations
of the Securities and Exchange Commission thereunder, with respect to any part
of the Registration Statement, including this exhibit.
SML/DFP
Very
truly yours,
/s/
Mayer Brown LLP
Mayer
Brown LLP
Hyundai
2010-B Opinion regarding Legality (Exhibit 5.1)