Attached files
file | filename |
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8-K - FORM 8-K - Chrysler Financial Auto Securitization Trust 2009-B | y80511e8vk.htm |
EX-1.1 - EX-1.1 - Chrysler Financial Auto Securitization Trust 2009-B | y80511exv1w1.htm |
EX-8.1 - EX-8.1 - Chrysler Financial Auto Securitization Trust 2009-B | y80511exv8w1.htm |
MILBANK, TWEED, HADLEY & McCLOY LLP
1 CHASE MANHATTAN PLAZA | ||||
LOS ANGELES | BEIJING | |||
213-892-4000 | NEW YORK, NY 10005-1413 | (8610) 5123-5120 | ||
FAX: 213-629-5063 | FAX: (8610) 5123-5191 | |||
WASHINGTON, D.C. | 212-530-5000 | HONG KONG | ||
202-835-7500 | 852-2971-4888 | |||
FAX: 202-835-7586 | FAX: 212-530-5219 | FAX: 852-2840-0792 | ||
LONDON | SINGAPORE | |||
44-20-7615-3000 | 65-6428-2400 | |||
FAX: 44-20-7615-3100 | FAX: 65-6428-2500 | |||
FRANKFURT | TOKYO | |||
49-(0)69-71914-3400 | 813-3504-1050 | |||
FAX: 49-(0)69-71914-3500 | FAX: 813-3595-2790 | |||
MUNICH | ||||
49-89-25559-3600 | ||||
FAX: 49-89-25559-3700 |
November 24,
2009
Chrysler Financial Services Americas LLC
27777 Inkster Road
Farmington Hills, Michigan 48334
27777 Inkster Road
Farmington Hills, Michigan 48334
Ladies and Gentlemen:
We have acted as
special New York counsel to Chrysler Financial Auto Securitization
Trust 2009-B (the
Issuer), a Delaware statutory trust, for the purpose of rendering the opinions contained
herein in connection with the Underwriting Agreement (the Underwriting Agreement) dated
November 19, 2009 between Chrysler Financial Services Americas LLC
(CFSA)
and Barclays Capital Inc., as
an Underwriter and Representative of the several Underwriters (the Underwriters) relating to the sale of
$279,500,000 principal amount of
1.15% Asset Backed Notes, Class A-2 (the Class A-2 Notes)
and as sole underwriter relating to the sale of $54,600,000 principal
amount of 2.94% Asset Backed Notes, Class B
(the Class B Notes and together with the Class A-2 Notes, the Offered Notes).
The Offered Notes will be issued pursuant to the Indenture dated as
of November 24, 2009 (the
Indenture) between the Issuer and Wells Fargo
Bank, National Association as indenture trustee (the
Indenture Trustee).
In rendering the opinions expressed below, we have examined the Registration Statement on Form
S-3 (Registration No. 333-138140) for the registration of the Offered Notes under the Securities
Act of 1933, as amended (the Act), filed by CFSA
(formerly DaimlerChrysler Financial Services Americas LLC) with the Securities and Exchange
Commission that became effective on November 15, 2006 (the Registration Statement) and
such corporate records, certificates and other documents, and such questions of
law, as we have considered necessary or appropriate for the purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with authentic original documents of all documents
submitted to us as copies. As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon certificates of officers and
representatives of the Issuer, CFSA, Chrysler Financial Retail Receivables LLC and public officials
and other documents as we have deemed necessary as a basis for such opinions.
Based upon and subject to the foregoing and subject also to the comments and qualifications
set forth below, and having considered such questions of law as we have deemed necessary as a basis
for the opinions expressed below, we are of the opinion that each of the Offered Notes, when duly
executed and delivered by the Issuer and duly authenticated by the Indenture Trustee in accordance
with the terms of the Indenture and delivered and paid for by the Underwriters pursuant to the
Underwriting Agreement, will constitute the legal, valid and binding obligation of the Issuer,
enforceable against the Issuer in accordance with its respective terms, in each case except as may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer
or other similar laws relating to or affecting the rights of creditors generally and except as the
enforceability of the Offered Notes is subject to the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law), including without
limitation (a) the possible unavailability of specific performance, injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing.
To the extent that the obligations of the Issuer under the Offered Notes and the Indenture may
be dependent upon such matters, we have assumed for purposes of this opinion that (i) the Indenture
Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction
of organization; (ii) the Indenture Trustee has been duly qualified to engage in the activities
contemplated by the Indenture; (iii) the Indenture and the Offered Notes have been duly authorized,
executed and delivered by each of the parties thereto; (iv) the Indenture constitutes a legal,
valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in
accordance with its terms; (v) the Indenture Trustee is in compliance generally and with respect to
acting as Indenture Trustee under the Indenture, with all applicable laws and regulations; and (vi)
the Indenture Trustee has the requisite organizational and legal power and authority to perform its
obligations under the Indenture.
In connection with the foregoing opinions, we have also assumed that at the time of the
issuance and delivery of the Offered Notes, there will not have occurred any change in law
affecting the validity, legally binding character or enforceability of the Offered Notes and that
the issuance and delivery of the Offered Notes, all of the terms of the Offered Notes and the
performance by the Issuer of its obligations thereunder will comply with applicable law and with
each requirement or restriction imposed by any court or governmental body having jurisdiction over
the Issuer and will not result in a default under or a breach of any agreement or instrument then
binding upon the Issuer.
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The foregoing opinions are limited to matters involving the Federal laws of the United States
of America and the law of the State of New York, and we do not express any opinion as to the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit
to the report on Form 8-K dated
November 24, 2009 (the Form 8-K) relating to the Issuer and the reference to us under the
heading Legal Opinions in the Prospectus contained in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
This opinion is furnished to you in connection with the filing of the Form 8-K, and is not be
used, circulated, quoted or otherwise relied on for any other purpose. We disclaim any obligation
to update anything herein for events occurring after the date hereof.
Very truly yours, | ||
/s/ Milbank, Tweed, Hadley & McCloy LLP | ||
Milbank, Tweed, Hadley & McCloy LLP | ||
JKG/EBH
|
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