Attached files
file | filename |
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8-K - FORM 8-K - CEF EQUIPMENT HOLDING LLC | y04972e8vk.htm |
EX-8.1 - EX-8.1 - CEF EQUIPMENT HOLDING LLC | y04972exv8w1.htm |
Exhibit 5.1
June 22, 2011 |
Mayer Brown LLP 1675 Broadway New York, New York 10019-5820 |
|
Main Tel (212) 506-2500 Main Fax (212) 262-1910 www.mayerbrown.com |
CEF Equipment Holding, L.L.C.
10 Riverview Drive
Danbury, CT 06810
10 Riverview Drive
Danbury, CT 06810
Re: Asset Backed Notes
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 (File No.
333-160604), filed by CEF Equipment Holding, L.L.C., a Delaware limited liability company (the
Registrant), with the Securities and Exchange Commission (the Commission), as amended and
declared effective on October 14, 2009 (the Registration Statement), in connection with the
registration under the Securities Act of 1933, as amended (the Act), of Asset Backed Notes (the
Notes). The Notes will be issued pursuant to an Indenture to be dated as of June 29, 2011 (the
Agreement), between GE Equipment Transportation LLC, Series 2011-1 (the Issuer) and Citibank,
N.A., as indenture trustee, as more particularly described in the prospectus, dated June 14, 2011
(the Base Prospectus), and the prospectus supplement, dated June 22, 2011, relating to the Notes
(the Prospectus Supplement, and together with the Base Prospectus, the Prospectus).
We have assumed for the purposes of the opinions set forth below that the Notes will be sold by you
for reasonably equivalent consideration. We have also assumed the following: (a) the authenticity
of original documents and the genuineness of all signatures; (b) the conformity to the originals of
all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the
information, representations and warranties contained in the records, documents, instruments and
certificates we have reviewed. In addition, we have assumed that the parties to the Agreement will
satisfy their respective obligations thereunder.
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.
Mayer Brown LLP
GE Equipment Transportation LLC,
Series 2011-1
June 22, 2011
Page 2
Series 2011-1
June 22, 2011
Page 2
On the basis of the foregoing examination and assumptions, and upon consideration of
applicable law, it is our opinion that when the Agreement has been duly and validly executed and
delivered by the parties thereto, and the Notes have been duly executed and delivered in accordance
with the Agreement and sold in the manner described in the Prospectus, the Notes will be legal,
valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their
terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the rights of creditors generally 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.
We are members of the Bar of the State of New York, and we do not express any opinion herein
concerning any law other than the law of the State of New York and the Federal law of the United
States. We hereby consent to the filing of this letter as an exhibit to the Registration Statement
and to the references to this firm under the headings Legal Opinions in the Prospectus and Legal
Matters in the Prospectus Supplement forming a part of the Registration Statement, without
admitting that we are experts within the meaning of the term used in the Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit or otherwise.
Very truly yours, |
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/s/ MAYER BROWN LLP | ||||