Attached files
file | filename |
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8-K - FORM 8-K - SANTANDER DRIVE AUTO RECEIVABLES LLC | g26939e8vk.htm |
EX-8.1 - EX-8.1 - SANTANDER DRIVE AUTO RECEIVABLES LLC | g26939exv8w1.htm |
Exhibit 5.1
April 22, 2011
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Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com |
Santander Drive Auto Receivables LLC
8585 North Stemmons Freeway
Suite 1100-N
Dallas, Texas 75247
8585 North Stemmons Freeway
Suite 1100-N
Dallas, Texas 75247
Re:
|
Santander Drive Auto Receivables
LLC Registration Statement on Form S-3 (No. 333-165432) |
Ladies and Gentlemen:
We have acted as special counsel to Santander Drive Auto Receivables LLC, a Delaware limited
liability company (the Seller), in connection with the offering of the Class A-1 Auto
Loan Asset Backed Notes, the Class A-2 Auto Loan Asset Backed Notes, the Class A-3 Auto Loan Asset
Backed Notes, the Class B Auto Loan Asset Backed Notes, the Class C Auto Loan Asset Backed Notes
and the Class D Auto Loan Asset Backed Notes (collectively, the Offered Notes) and the
issuance of the Class E Auto Loan Asset Backed Notes (the Class E Notes, and together
with the Offered Notes, the Notes) described in the preliminary prospectus supplement
dated April 20, 2011 (the Preliminary Prospectus Supplement) and the base prospectus
dated April 20, 2011 (the Base Prospectus, and collectively with the Preliminary
Prospectus Supplement, 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 Santander Drive Auto Receivables Trust 2011-1 (the
Issuer), a trust formed by the Seller pursuant to a trust agreement between the Seller
and Wells Fargo Delaware Trust Company, N.A., as owner 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 Offered 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 Offered Notes included as an exhibit thereto).
Based on and subject to the foregoing, we are of the opinion that, with respect to the Offered
Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of
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
Santander Drive Auto Receivables LLC
April 22, 2011
Page 2
April 22, 2011
Page 2
1939, as amended, (b) the Offered 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
Offered Notes has been received by the Issuer, such Offered 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,
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