Attached files
file | filename |
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8-K - FORM 8-K - Fifth Third Holdings Funding, LLC | d739510d8k.htm |
EX-1.1 - EX-1.1 - Fifth Third Holdings Funding, LLC | d739510dex11.htm |
EX-8.1 - EX-8.1 - Fifth Third Holdings Funding, LLC | d739510dex81.htm |
Exhibit 5.1
June 5, 2014 | Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637
| |
Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com |
Fifth Third Holdings Funding, LLC
1701 Golf Road, Tower 1, 9th Floor
Rolling Meadows, Illinois 60008
Re: | Fifth Third Holdings Funding, LLC |
Registration Statement on Form S-3 (No. 333-182215) |
Ladies and Gentlemen:
We have acted as special counsel to Fifth Third Holdings Funding, LLC, a Delaware limited liability company (the Company), in connection with the above-captioned registration statement (the Registration Statement) and the offering of the Class A-1 Auto Loan Asset Backed Notes, the Class A-2-A Auto Loan Asset Backed Notes, the Class A-2-B Auto Loan Asset Backed Notes, the Class A-3 Auto Loan Asset Backed Notes and the Class A-4 Auto Loan Asset Backed Notes (collectively, the Notes) described in the final prospectus supplement dated June 4, 2014 (the Prospectus Supplement) and the base prospectus dated May 28, 2014 (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 Fifth Third Auto Trust 2014-2 (the Issuer), a trust formed by the Company pursuant to a trust agreement between the Company and Wilmington Trust, National Association, 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 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 Prospectus and current drafts of the Indenture (including the form of the Notes included as an exhibit thereto) and an Amended and Restated Trust Agreement.
Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Notes have been duly executed and issued by the Issuer, authenticated by the Indenture Trustee, and sold by the Company and (c) payment of the agreed consideration for the Notes has been received by the Issuer, such 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
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Fifth Third Holdings Funding, LLC
June 5, 2014
Page 2
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.
Fifth Third Holdings Funding, LLC
Page 3
Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York and the Delaware Statutory Trust Act. 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 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 Registration Statement or the Prospectus.
Very truly yours, |
/s/ Mayer Brown LLP |
MAYER BROWN LLP |