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-5.1 - EX-5.1 - Chrysler Financial Auto Securitization Trust 2009-B | y80511exv5w1.htm |
MILBANK, TWEED, HADLEY & McCLOY LLP | ||||
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MUNICH |
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49-89-25559-3600 |
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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 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 between the Issuer and Wells Fargo Bank, National
Association as 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, including a certification by CFSA dated November 24, 2009 with respect to certain
factual matters, 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 for United States federal income tax
purposes, (i) the Issuer will not be treated as a corporation or publicly traded partnership taxed
as a corporation and (ii) the Offered Notes will be characterized as indebtedness.
The foregoing opinion is based on our interpretation of the law as in effect as of the date
hereof including applicable statutes, regulations, case law and other official interpretations. We
undertake no obligation to update these opinions or otherwise advise you in the event there is any
change in law or relevant legal authorities or any change to the facts or assumptions on which
these opinions are based. Moreover, our opinions can offer no assurance that the law will not
develop adversely or that the Internal Revenue Service or a court of law will concur with the
conclusions expressed herein. We express no opinion with respect to any matter of state or local
tax law or any matter of tax law not explicitly addressed herein.
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, |
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/s/ Milbank, Tweed, Hadley & McCloy LLP | ||||
Milbank, Tweed, Hadley & McCloy LLP | ||||
BK/EBH |
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