Attached files
file | filename |
---|---|
8-K - Verizon ABS LLC | a76469_form8k.htm |
EX-5.2 - OPINION OF MORRIS JAMES LLP - Verizon ABS LLC | exhibit5-2.htm |
EX-5.1 - OPINION OF MORGAN, LEWIS & BOCKIUS LLP - Verizon ABS LLC | exhibit5-1.htm |
Exhibits 8.1 and 23.1
[Letterhead of Morgan, Lewis & Bockius LLP]
January 29, 2020
Verizon ABS LLC
One Verizon Way
Basking Ridge, New Jersey 07920
Re: Verizon Owner Trust 2020-A
Ladies and Gentlemen:
We have acted as counsel to Verizon ABS LLC, a Delaware limited liability company (the “Depositor”) in connection with the Underwriting Agreement, dated as of January 21, 2020 (the “Underwriting Agreement”), by and among the
Depositor, Cellco Partnership d/b/a Verizon Wireless, and each of BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters identified therein
(collectively, the “Underwriters”), relating to the sale of $1,325,700,000 aggregate principal amount of 1.85% Asset Backed Notes, Class A-1a (the “Class A-1a Notes”), $100,000,000 aggregate principal amount of One-Month LIBOR + 0.27% Asset Backed Notes, Class A-1b (the “Class
A-1b Notes” and, together with the Class A-1a Notes, the “Class A Notes”), $98,300,000 aggregate principal amount of 1.98% Asset Backed Notes, Class B (the
“Class B Notes”), and $76,000,000 aggregate principal amount of 2.06% Asset Backed Notes, Class C (the “Class C Notes” and, together with the Class A Notes and the Class B
Notes, the “Notes”) issued by Verizon Owner Trust 2020-A, a Delaware statutory trust (the “Trust”).
The Notes will be offered and sold to the Underwriters by the Depositor.
In connection with the issuance and sale of the Notes, the Depositor has prepared a prospectus dated January 21, 2020
(together with any documents and other information incorporated therein by reference, each in the form prepared for use by the Underwriters in confirming sales of the Notes, are together called the “Prospectus”). The Trust was formed pursuant to a Trust Agreement, dated as of December 20, 2019, between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of January 29, 2020, between the Depositor and the Owner Trustee.
The Depositor has filed with the Securities and Exchange Commission a registration statement on Form SF-3 (Registration
No. 333-224598), as amended by Amendment No. 1 and Amendment No. 2 thereto, for the registration of the Notes and certain other securities under the Securities Act of 1933, as amended (the “Securities Act”). In this opinion letter, the foregoing
January 29, 2020
Page 2
registration statement, as so amended, at its effective date, including any documents and other information incorporated therein by
reference, is called the “Registration Statement.” As set forth in the Prospectus, the Notes will be issued pursuant to an Indenture, dated as of January
29, 2020 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee.
As such counsel, we have relied upon originals or copies of such corporate records, documents, agreements or other
instruments of the Depositor as we consider appropriate. As to various questions of fact material to such opinions, we have relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and
representatives of the Depositor and others, and have assumed, without independent inquiry, the accuracy of those representations, statements and certificates. In connection with this opinion, we have also examined and relied upon the Registration
Statement, the Prospectus and the Indenture. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original
documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.
Attorneys involved in the preparation of this opinion letter are admitted to practice law in the State of New York and we
do not express any opinion herein concerning any law other than the federal tax laws of the United States of America.
Based on the foregoing and consideration of such other matters as we have deemed appropriate, we are of the opinion that
as of the date hereof, the statements in the Prospectus under the headings “Summary—Tax Status” and “U.S. Tax Consequences,” insofar as they purport to describe certain provisions of United States federal income tax law or legal conclusions with
respect thereto, are correct in all material respects.
Our opinion above is based upon our interpretations of current law, including the Internal Revenue Code of 1986, as
amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and upon the facts and assumptions discussed herein. This opinion letter is
limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein. In addition, our opinion is based on the assumption that the matter, if litigated, will be properly
presented to the applicable court. Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references
to this firm in the Prospectus under the headings “Summary—Tax Status,” “U.S. Tax Consequences” and “Legal Opinions.” In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the
Securities Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP