Attached files
file | filename |
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8-K - FORM 8-K - NISSAN AUTO RECEIVABLES Co II LLC | c64038e8vk.htm |
EX-8.1 - EX-8.1 - NISSAN AUTO RECEIVABLES Co II LLC | c64038exv8w1.htm |
Exhibit 5.1
April 12, 2011
Nissan Auto Receivables 2011-A Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
Re: | Nissan Auto Receivables 2011-A Owner Trust Registration Statement on Form S-3 Registration No. 333-165171 |
Ladies and Gentlemen:
We have acted as special counsel to Nissan Auto Receivables Corporation II, a Delaware
corporation (the Depositor), in connection with the offering of the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the Notes)
described in the preliminary prospectus supplement dated April 11, 2011 and the base prospectus
dated April 11, 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 Nissan Auto Receivables 2011-A Owner Trust, a Delaware
statutory trust (the Issuing Entity), formed by the Depositor pursuant to a trust
agreement between the Depositor and Wilmington Trust Company, as owner trustee. The Notes will be
issued pursuant to an indenture (the Indenture) between the Issuing Entity and Deutsche
Bank Trust Company Americas, as indenture trustee.
We have examined originals or copies, certified or otherwise identified to our satisfaction,
of the organizational documents of the Depositor, Nissan Motor Acceptance Corporation
(NMAC) and the Issuing Entity, the Preliminary Prospectus, the current draft of the
Indenture, the form of Notes included as an exhibit to the Indenture, and such other records,
documents and certificates of the Depositor, NMAC, 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 above captioned registration
statement.
Nissan Auto Receivables 2011-A Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
April 12, 2011
Page 2
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
April 12, 2011
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 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 that we are experts within the meaning of the Act or the rules or regulations of the
Commission thereunder, with respect to any part of the above captioned registration statement or
the Preliminary Prospectus.
Respectfully submitted, |
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/s/ Winston & Strawn LLP | ||||
Nissan 2011-A Form 8-K Legality Opinion