Attached files
file | filename |
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8-K - FORM 8-K - VW CREDIT LEASING LTD | c63682e8vk.htm |
EX-8.1 - EX-8.1 - VW CREDIT LEASING LTD | c63682exv8w1.htm |
Exhibit 5.1
March 24, 2011 Volkswagen Auto Lease/Loan Underwritten Funding, LLC 2200 Ferdinand Porsche Drive Herndon, Virginia 20171 |
Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com |
Re:
|
Volkswagen Auto Lease/Loan Underwritten Funding, LLC | |
Registration Statement on Form S-3 (No. 333-160515) |
Ladies and Gentlemen:
We have acted as special counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a
Delaware limited liability company (the Seller), in connection with the offering of notes
(the Notes) described in the preliminary prospectus supplement dated March 18, 2011, the
supplement to the preliminary prospectus supplement dated March 24, 2011 and the base prospectus
dated March 18, 2011 (collectively, 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 Volkswagen Auto Loan Enhanced Trust 2011-1 (the
Issuer), a trust formed by the Seller pursuant to a trust agreement between the Seller,
Citibank, N.A., as owner trustee and Citigroup Trust Delaware, National Association, as issuer
Delaware trustee. The Notes will be issued pursuant to an indenture (the Indenture)
between the Issuer and Deutsche Bank Trust Company Americas, 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,
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
Volkswagen Auto Lease/Loan
Underwritten Funding, LLC
Page 2
Underwritten Funding, LLC
Page 2
insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting
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