Attached files
file | filename |
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8-K - FORM 8-K - Chrysler Financial Auto Securitization Trust 2010-A | y86818e8vk.htm |
EX-1.1 - EX-1.1 - Chrysler Financial Auto Securitization Trust 2010-A | y86818exv1w1.htm |
EX-5.1 - EX-5.1 - Chrysler Financial Auto Securitization Trust 2010-A | y86818exv5w1.htm |
Exhibit 8.1
MILBANK, TWEED, HADLEY & McCLOY LLP
LOS ANGELES 213-892-4000 FAX: 213-629-5063 |
1 CHASE MANHATTAN PLAZA NEW YORK, NY 10005-1413 |
BEIJING (8610)5123-5120 FAX: (8610) 5123-5191 |
WASHINGTON, D.C. 202-835-7500 FAX: 202-835-7586 |
212-530-5000 FAX: 212-530-5219 |
HONG KONG 852-2971-4888 FAX: 852-2840-0792 |
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LONDON 44-20-7615-3000 FAX: 44-20-7615-3100 |
SINGAPORE 65-6428-2400 FAX: 65-6428-2500 |
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FRANKFURT 49-(0)69-71914-3400 FAX: 49-(0)69-71914-3500 |
TOKYO 813-3504-1050 FAX: 813-3595-2790 |
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MUNICH 49-89-25559-3600 FAX: 49-89-25559-3700 |
September 29, 2010
Chrysler Financial Services Americas LLC
27777 Inkster Road
Farmington Hills, Michigan 48334
27777 Inkster Road
Farmington Hills, Michigan 48334
Ladies and Gentlemen:
We have acted as special New York counsel to Chrysler Financial Auto Securitization Trust
2010-A (the Issuer), a Delaware statutory trust, for the purpose of rendering the
opinions contained herein in connection with the Underwriting Agreement dated September 24, 2010
between Chrysler Financial Services Americas LLC (CFSA) and Barclays Capital Inc., as an
Underwriter and Representative of the several Underwriters (the Underwriters) relating to
the sale of $720,000,000 principal amount of 0.69% Asset Backed Notes, Class A-2 (the Class
A-2 Notes), $318,891,000 principal amount of 0.91% Asset Backed Notes, Class A-3 (the
Class A-3 Notes), $82,983,000 principal amount of 1.65% Asset Backed Notes, Class B (the
Class B Notes), $80,992,000 principal amount of 2.00% Asset Backed Notes, Class C (the
Class C Notes) and $109,244,000 principal amount of 3.52% Asset Backed Notes, Class D
(the Class D Notes and together with the Class A-2 Notes, the Class A-3 Notes, the Class
B Notes and the Class C Notes, the Offered Notes). The Offered Notes will be issued
pursuant to the Indenture dated as of September 29, 2010 between the Issuer and Wells Fargo Bank,
National Association as indenture trustee.
In rendering the opinions expressed below, we have examined the Registration Statement on Form
S-3 (Registration No. 333-163025) for the registration of the Offered Notes under the Securities
Act of 1933, as amended (the Act), filed by CFSA with the Securities and Exchange
Commission that became effective on December 17, 2009 (the Registration Statement) and
such corporate records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with authentic original documents of all documents submitted
to us as copies. As to various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon certificates of officers and representatives
of the Issuer, CFSA, Chrysler Financial Retail Receivables LLC and public officials, including a
certification by CFSA dated September 29, 2010 with respect to certain factual matters, and other
documents as we have deemed necessary as a basis for such opinions.
Based upon and subject to the foregoing and subject also to the comments and qualifications
set forth below, and having considered such questions of law as we have deemed necessary as a basis
for the opinions expressed below, we are of the opinion that for United States federal income tax
purposes, (i) the Issuer will not be treated as a corporation or publicly traded partnership taxed
as a corporation and (ii) the Offered Notes will be characterized as indebtedness.
The foregoing opinion is based on our interpretation of the law as in effect as of the date
hereof including applicable statutes, regulations, case law and other official interpretations. We
undertake no obligation to update these opinions or otherwise advise you in the event there is any
change in law or relevant legal authorities or any change to the facts or assumptions on which
these opinions are based. Moreover, our opinions can offer no assurance that the law will not
develop adversely or that the Internal Revenue Service or a court of law will concur with the
conclusions expressed herein. We express no opinion with respect to any matter of state or local
tax law or any matter of tax law not explicitly addressed herein.
We hereby consent to the filing of this opinion as an exhibit to the report on Form 8-K dated
September 24, 2010 (the Form 8-K) relating to the Issuer and the reference to us under
the heading Legal Opinions in the Prospectus contained in 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 Act.
This opinion is furnished to you in connection with the filing of the Form 8-K, and is not be
used, circulated, quoted or otherwise relied on for any other purpose. We disclaim any obligation
to update anything herein for events occurring after the date hereof.
Very truly yours, | ||||
/s/ Milbank, Tweed, Hadley & McCloy LLP |
BK/EBH