Attached files
file | filename |
---|---|
EX-8.1 - EX-8.1 - NISSAN AUTO LEASING LLC II | d639177dex81.htm |
8-K - FORM 8-K - NISSAN AUTO LEASING LLC II | d639177d8k.htm |
Exhibit 5.1
October 17, 2018 |
Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600 www.mayerbrown.com | |
Nissan Auto Lease Trust
2018-A | ||
Re: Nissan Auto
Lease Trust 2018-A |
Ladies and Gentlemen:
We have acted as special counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company (the Depositor), in connection with the above-captioned registration statement (the Registration Statement), the offering and issuance of the Class A-1 Notes (the Retained Notes) and the offering and sale of the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the Underwritten Notes, and together with the Retained Notes, the Notes) described in the prospectus dated October 16, 2018 (the Prospectus), which has 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 Nissan Auto Lease Trust 2018-A, a Delaware statutory trust (the Issuing Entity), formed by the Depositor pursuant to a trust agreement between the Depositor and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an indenture (the Indenture) between the Issuing Entity and U.S. Bank National Association, as indenture trustee.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of the organizational documents of the Depositor, Nissan Motor Acceptance Corporation, a California corporation (NMAC) and the Issuing Entity, the Prospectus, the current drafts of the Indenture and an amended and restated trust agreement, the form of Notes included as an exhibit to the Indenture, and such other records, documents and certificates of the Depositor, NMAC, the Issuing Entity and public officials and other instruments as we have deemed necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that with respect to the Underwritten Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Underwritten Notes have been duly executed and issued by the Issuing Entity, authenticated by the Indenture Trustee, and sold by the Depositor, and (c) payment of the agreed consideration for the Underwritten Notes has been received by the Issuing Entity, such Underwritten Notes will have been duly authorized by all necessary action of the Issuing Entity and will be legally issued and binding obligations of the Issuing Entity, and entitled to the
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
Mayer Brown LLP
Nissan Auto Lease Trust 2018-A
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
October 17, 2018
Page 2
benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting creditors rights generally (including, without limitation, fraudulent conveyance laws), 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.
The opinions expressed above are limited to the federal laws of the United States of America, the laws of the State of New York (excluding choice of law principles therein), the Delaware Limited Liability Company Act and the Delaware Statutory Trust Act. We express no opinion herein as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
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 that we are experts within the meaning of the Act or the rules or regulations of the Commission thereunder, with respect to any part of the Registration Statement or the Prospectus.
Respectfully submitted,
/s/ Mayer Brown LLP
Mayer Brown LLP