Attached files
file | filename |
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8-K - FORM 8-K - NISSAN AUTO LEASING LLC II | c58352e8vk.htm |
EX-8.1 - EX-8.1 - NISSAN AUTO LEASING LLC II | c58352exv8w1.htm |
EXHIBIT 5.1
May 19, 2010 |
Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503 |
|
Nissan Auto Lease Trust 2010-A Nissan Auto Leasing LLC II Nissan Motor Acceptance Corporation One Nissan Way Franklin, Tennessee 37067 |
Main Tel +1 213 229 9500 Main Fax +1 213 625 0248 www.mayerbrown.com |
Re: | Nissan Auto Lease Trust 2010-A Registration Statement on Form S-3 Registration Nos. 333-147542 and 333-147542-01 |
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 offering of $201,000,000 aggregate
principal amount of the Class A-1 Asset Backed Notes, $243,000,000 aggregate principal amount of
the Class A-2 Asset Backed Notes, $256,000,000 aggregate principal amount of the Class A-3 Asset
Backed Notes and $50,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes
(collectively, the Notes) described in the preliminary prospectus supplement dated May
17, 2010, and the base prospectus dated May 17, 2010 (collectively, the Preliminary
Prospectus), which have 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), and the rules or regulations promulgated thereunder. As described in the
Preliminary Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2010-A, a Delaware
statutory trust (the Issuing Entity), formed by the Depositor pursuant to a trust
agreement between the Depositor and Wilmington Trust Company, 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. Capitalized terms used herein without definition
herein have the meanings set forth in the Preliminary Prospectus.
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 Indenture, 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. In addition, we have assumed that the Indenture will be duly executed
and delivered by the parties thereto; that the Notes will be duly executed and delivered
substantially in the forms contemplated by the Indenture; and that the Notes will be sold as
described in the above captioned registration statement and the Preliminary Prospectus.
Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
Mayer Brown LLP
Nissan Auto Lease Trust 2010-A
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
May 19, 2010
Page 2
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
May 19, 2010
Page 2
Based upon the foregoing, we are of the opinion that:
The Notes are in due and proper form and, assuming the due authorization, execution and
delivery of the Indenture by the Issuing Entity and the Indenture Trustee, and the due
authorization of the Notes by all necessary action on the part of the Issuing Entity, when the
Notes have been validly executed, authenticated and issued in accordance with the Indenture and
delivered against payment therefor, the Notes will be valid and binding obligations of the Issuing
Entity, enforceable against the Issuing Entity in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, 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
and the laws of the State of New York (excluding choice of law principles therein). We express no
opinion herein as to the laws of any other jurisdiction and no opinion regarding the statues,
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 Preliminary 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 above captioned registration statement or
the Preliminary Prospectus.
Respectfully submitted, |
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/s/ Mayer Brown LLP | ||||
Mayer Brown LLP | ||||