Attached files
file | filename |
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8-K - FORM 8-K - FORD MOTOR CREDIT CO LLC | k50029e8vk.htm |
EX-5 - EX-5 - FORD MOTOR CREDIT CO LLC | k50029exv5.htm |
Exhibit 8.1
February 7, 2011
Ford Motor Credit Company
One American Road
Dearborn, Michigan 48126
One American Road
Dearborn, Michigan 48126
Ford Motor Credit Company LLC
$1,250,000,000 5.750% Notes due February 1, 2021
$1,250,000,000 5.750% Notes due February 1, 2021
Ladies and Gentlemen:
We have acted as special tax counsel to Ford Motor Credit Company LLC, a Delaware limited liability
company (the Company), in connection with Registration Statement No. 333-159107 (the
Registration Statement) and the filing pursuant to Rule 424(b) under the Securities Act of 1933,
as amended (the Act), by the Company of a Prospectus Supplement dated February 2, 2011, to the
Prospectus dated May 11, 2009 (including the documents incorporated or deemed to be incorporated by
reference therein, collectively the Prospectus Supplement), with the United States Securities and
Exchange Commission (the Commission), relating to the issuance of $1,250,000,000 aggregate
principal amount of the Companys 5.750% Notes due February 1, 2021 (the Notes) to be issued
under the Indenture, dated as of February 1, 1985 (the Indenture), between the Company and The
Bank of New York Mellon, as successor to Manufacturers Hanover Trust Company, National Association,
as Trustee (the Trustee). The Notes are to be placed by the underwriters pursuant to the
Underwriting Agreement dated July 30, 2009 between the Company and Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and RBS Securities Inc. (the
Underwriting Agreement). Deutsche Bank Securities Inc., J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. are acting as
Representatives of the several Underwriters (the Underwriters) named in Schedule I of the
Pricing Agreement dated February 2, 2011.
In connection with this opinion, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Prospectus Supplement, (ii) the Underwriting
Agreement, (iii) the Indenture and (iv) such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinion set forth herein. We have also relied
upon statements and representations made to us by representatives of the Company. For purposes of
this opinion, we have assumed the validity and the initial and continuing accuracy of the
documents, certificates, records, statements and representations referred to above.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed, photostatic, facsimile
or electronic copies, and the authenticity of the originals of such latter documents. In making
our examination of documents executed, or to be executed, by the parties indicated therein, we have
assumed that each party has, or will have, the power, corporate or other, to enter into and perform
all obligations thereunder, and we have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by each party indicated in the documents and that
such documents constitute, or will constitute, valid and binding obligations of each party. Where
documents have been provided to us in draft form, we have assumed that the final executed versions
of such documents will not differ materially from such drafts.
In rendering our opinion, we have considered the current provisions of the Internal Revenue Code of
1986, as amended, Treasury Department regulations promulgated thereunder, judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities as we have
considered relevant, all of which are subject to change or differing interpretations, possibly on a
retroactive basis. There can be no assurance that the opinion expressed herein will be accepted by
the Internal Revenue Service or, if challenged, by a court. Moreover, a change in the authorities
or the accuracy or completeness of any of the information, documents, certificates, records,
statements, representations, covenants or assumptions on which our opinion is based could affect
our conclusions.
Based upon the foregoing and in reliance thereon, we hereby confirm that the statements in the
discussion set forth in the Prospectus Supplement under the caption Certain United States Federal
Income Tax Considerations, insofar as such statements constitute summaries of the legal matters
referred to therein, fairly present the information called for with respect to such legal matters
in all material respects, and fairly summarize the matters referred to therein in all material
respects.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or
revise our opinion to reflect any legal developments, any factual matters arising subsequent to the
date hereof, or any information, document, certificate, record, statement, representation, covenant
or assumption relied upon herein that becomes incorrect or untrue.
Except as set forth above, we express no opinion to any party as to the tax consequences, whether
federal, state, local or foreign, of the purchase, ownership and disposition of the Notes or of any
transaction related to or contemplated thereby. This opinion is furnished to the Company solely in
connection with the Offering of the Notes and is not to be relied upon by any other person without
our express written permission.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement and to the references made to us in the Registration Statement. In giving
such consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act, and the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Shearman & Sterling LLP
PHB/SKH
LLJ
LLJ