Attached files
file | filename |
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8-K - FORM 8-K - SANTANDER DRIVE AUTO RECEIVABLES LLC | d8k.htm |
EX-8.1 - OPINION OF MAYER BROWN LLP WITH RESPECT TO TAX MATTERS - SANTANDER DRIVE AUTO RECEIVABLES LLC | dex81.htm |
Exhibit 5.1
September 8, 2011 | Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637
Main Tel (312) 782-0600 | |
Santander Drive Auto Receivables LLC | Main Fax (312) 701-7711 | |
8585 North Stemmons Freeway | www.mayerbrown.com |
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 August 31, 2011 (the Preliminary Prospectus Supplement) and the base prospectus dated August 4, 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 2011-3 (the Issuer), a trust formed by the Seller pursuant to a trust agreement between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the Indenture) between the Issuer and U.S. Bank National Association, 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 1939, as amended, (b) the Offered Notes have been duly executed and issued by the Issuer,
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
Santander Drive Auto Receivables LLC
September 8, 2011
Page 2
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 |