Attached files
file | filename |
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EX-5.2 - OPINION OF RICHARDS, LAYTON & FINGER, P.A. - EFCAR, LLC | exhibit5-2.htm |
EX-5.1 - OPINION OF MORGAN, LEWIS & BOCKIUS LLP AS TO LEGALITY - EFCAR, LLC | exhibit5-1.htm |
8-K - CURRENT REPORT - EFCAR, LLC | eart2021-2_8k.htm |
Exhibits 8.1 and 23.1
[Letterhead of Morgan, Lewis & Bockius LLP]
June 2, 2021
EFCAR, LLC
c/o Exeter Finance LLC
2101 W. John Carpenter Freeway
Irving, Texas 75063
Re: |
EFCAR, LLC
Exeter Automobile Receivables Trust 2021-2 |
Ladies and Gentlemen:
We have acted as special counsel to EFCAR, LLC (“EFCAR”), in connection with the issuance by Exeter Automobile Receivables Trust 2021-2 (the “Issuer”) of
$105,790,000 aggregate principal amount of 0.12505% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $330,000,000 aggregate principal amount of 0.27% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $137,620,000 aggregate
principal amount of 0.30% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $173,200,000 aggregate principal amount of 0.57% Asset Backed Notes, Class B (the “Class B Notes”), $186,810,000 aggregate principal amount of 0.98% Asset
Backed Notes, Class C (the “Class C Notes”) and $196,710,000 aggregate principal amount of 1.40% Asset Backed Notes, Class D (the “Class D Notes” and, collectively with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class B Notes and the Class C Notes, the “Publicly Offered Notes”). In connection with the issuance and sale of the Publicly Offered Notes, EFCAR has prepared a prospectus dated May 25, 2021 (the “Prospectus”).
EFCAR has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SF-3 (Registration No. 333-233850), as amended
by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto, for the registration of the Publicly Offered Notes and certain other securities under the Securities Act of 1933, as amended (the “Securities Act”). In this opinion letter, the
foregoing 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 Publicly
Offered Notes will be issued pursuant to an Indenture, dated as of April 30, 2021 (the “Indenture”), among the Issuer, Exeter Holdings Trust 2021-2 and Wells Fargo Bank, National Association, as indenture trustee.
As such counsel, we have examined copies of the Prospectus and the Indenture, and have relied upon originals or copies of such corporate records, documents, agreements
or other instruments of EFCAR as we consider appropriate. As to all matters of fact, we have entirely relied upon certificates of officers of EFCAR and of public officials, and have assumed, without independent inquiry, the accuracy of those
certificates. In connection with this opinion letter, we have also examined and relied upon the Registration Statement, and forms of prospectus
June 2, 2021
Page 2
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, the discussion in the Prospectus under the headings “Summary—Tax Status,” “U.S. Tax Matters” and “Annex B—Clearance, Settlement and Tax Documentation Procedures—Certain U.S. Federal Income
Tax Documentation Requirements” is our opinion of the law and we are of the opinion that, insofar as that discussion describes certain provisions of federal tax law or legal conclusions with respect thereto, it is 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.
June 2, 2021
Page 3
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 Matters” 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