Attached files
file | filename |
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8-K - FORM 8-K - SANTANDER DRIVE AUTO RECEIVABLES LLC | g26939e8vk.htm |
EX-5.1 - EX-5.1 - SANTANDER DRIVE AUTO RECEIVABLES LLC | g26939exv5w1.htm |
Exhibit 8.1
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:
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Santander Drive Auto Receivables LLC Registration Statement on Form S-3 (No. 333-165432) |
Ladies and Gentlemen:
We have acted as special tax counsel to Santander Drive Auto Receivables LLC (the
Seller) and Santander Consumer USA Inc. (SC USA) 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 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 (the 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 (the Indenture Trustee).
Capitalized terms used herein without definition herein have the meanings set forth in Appendix
A to the Sale and Servicing Agreement between the Seller, the Issuer, SC USA and the Indenture
Trustee.
In that connection, we generally are familiar with the proceedings required to be taken in
connection with the proposed authorization and issuance of the Offered Notes and have examined
copies of such documents, corporate records and other instruments as we have deemed necessary or
appropriate for the purpose of this opinion, including the Preliminary Prospectus, the Trust
Agreement and the forms of the Indenture and other documents prepared in connection with the
issuance of the Offered Notes (collectively, the Operative Documents).
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
The opinion set forth herein is based upon the applicable provisions of the Internal Revenue
Code of 1986, as amended (the Code), Treasury regulations promulgated and proposed
thereunder, current positions of the Internal Revenue Service (the IRS) contained in
published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and
existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the
matters discussed herein. The statutory provisions, regulations and interpretations on which our
opinions are based are subject to change, which changes could apply retroactively. In addition,
there can be no assurance that positions contrary to those stated in our opinions may not be taken
by the IRS.
Based on the foregoing and assuming that the Operative Documents with respect to the Offered
Notes are executed and delivered in substantially the form we have examined and that the
transactions contemplated to occur under the transaction documents in fact occur in accordance with
the terms thereof, we are of the opinion that the statements, to the extent that they constitute
matters of law or legal conclusions with respect thereto relating to United States federal tax
matters, set forth in the Preliminary Prospectus Supplement under the headings Summary of
TermsTax Status and Material Federal Income Tax Consequences and in the Base Prospectus under
Material Federal Income Tax Consequences, which statements have been prepared by us, are correct
in all material respects, and we hereby confirm and adopt the opinions set forth therein.
We know that we are referred to under the captions referred to above included in the
Preliminary Prospectus, and we hereby consent to the use of our name therein and to use of this
opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith,
without admitting that we are experts within the meaning of the Act or the rules and regulations
of the Securities and Exchange Commission issued thereunder, with respect to any part of the
above-captioned registration statement or the Preliminary Prospectus.
Respectfully submitted,
/s/ Mayer Brown LLP
Mayer Brown LLP