USAA ACCEPTANCE LLC - FORM 8-K - EX-8.1 - September 12, 2012

Attached files

file filename
8-K - USAA ACCEPTANCE LLCc70994_8k.htm
EX-5.1 - USAA ACCEPTANCE LLCc70994_ex5-1.htm

 

 

 

Exhibit 8.1

 

 

 

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637

 

 

September 12, 2012

 

 

Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrown.com

USAA Acceptance, LLC
10750 McDermott Freeway
San Antonio, Texas 78288

 

 

 

 

Re:

USAA Acceptance, LLC

 

 

Registration Statement on Form S-3 (No. 333-158741)

Ladies and Gentlemen:

          We have acted as special tax counsel to USAA Acceptance, LLC (the “Depositor”) and USAA Federal Savings Bank (“USAA FSB”) in connection with the above-captioned registration statement (the “Registration Statement”) and the offering of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes (collectively, the “Notes”) described in the final prospectus supplement dated September 10, 2012 (the “Prospectus Supplement”) and the base prospectus dated September 7, 2012 (the “Base Prospectus”; and collectively with the Prospectus Supplement, the “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 Prospectus, the Notes will be issued by USAA Auto Owner Trust 2012-1 (the “Issuer”), a trust formed by the Depositor pursuant to a trust agreement (the “Trust Agreement”) between the Depositor and Wells Fargo Delaware Trust Company, National Association, as owner trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Issuer and The Bank of New York Mellon, as indenture trustee (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 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 Prospectus, the Trust Agreement and the forms of the Indenture and other documents prepared in connection with the issuance of the Notes (collectively, the “Operative Documents”).

          The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, 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

Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

MAYER BROWN LLP

 

 

 

USAA Acceptance, LLC

 

 

 

Page 2

 

 

 

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 are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative 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 Prospectus Supplement under the heading “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, to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Notes, 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 Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing 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 Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.


 

 

 

Respectfully submitted,

 

 

 

/s/ Mayer Brown LLP 

 

 

 

MAYER BROWN LLP