Attached files
file | filename |
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8-K - FORM 8-K - VW CREDIT LEASING LTD | c60959e8vk.htm |
EX-5.1 - EX-5.1 - VW CREDIT LEASING LTD | c60959exv5w1.htm |
Exhibit 8.1
Mayer Brown LLP | ||
71 South Wacker Drive | ||
October 27, 2010 | Chicago, Illinois 60606-4637 | |
Main Tel (312) 782-0600 | ||
Main Fax (312) 701-7711 | ||
www.mayerbrown.com |
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
2200 Ferdinand Porsche Drive
Herndon, VA 20171
2200 Ferdinand Porsche Drive
Herndon, VA 20171
Re: | Volkswagen Auto Lease/Loan Underwritten Funding, LLC Registration Statement No. 333-160515 |
Ladies and Gentlemen:
We have acted as special tax counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(the Transferor) and VW Credit, Inc. (VW Credit) in connection with the
offering of notes (the Notes) described in the preliminary prospectus supplement dated
October 22, 2010 (the Preliminary Prospectus
Supplement), the supplement to the preliminary prospectus
supplement dated October 27, 2010 (the Supplement) and the base prospectus dated
October 22, 2010 (the Base Prospectus; and
collectively with the Preliminary Prospectus
Supplement, and the Supplement, the Preliminary Prospectus) which have been filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
Act). As described in the Preliminary Prospectus, the Notes will be issued by Volkswagen
Auto Lease Trust 2010-A, (the Issuer) a trust formed by the Transferor pursuant to a
trust agreement (the Trust Agreement) between the Transferor, Citibank, N.A., as owner
trustee and Citigroup Trust Delaware, N.A., as Delaware trustee. The Notes will be issued
pursuant to an Indenture (the Indenture) between the Issuer and Deutsche Bank Trust
Company Americas, as indenture trustee (the Indenture Trustee). Capitalized terms used
herein without definition herein have the meanings set forth in Appendix A to the
Indenture.
In that regard, we generally are familiar with the proceedings required to be taken in
connection with the proposed authorization and issuance of the Notes and have examined copies of
such documents, corporate records and other instruments as we have deemed necessary or appropriate
for the purpose of this opinion, including the Preliminary Prospectus, the Trust Agreement and the
forms of the Indenture and other documents prepared in connection with the issuance of the Notes
(collectively, the Operative Documents).
The opinion set forth herein is based upon the applicable provisions of the Internal Revenue
Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current
positions of the Internal Revenue Service (the IRS) contained in published Revenue
Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial
decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed
herein. The statutory provisions, regulations and interpretations on which our opinions are based
are subject to change, which changes could apply retroactively. In addition, there can be no
assurance that positions contrary to those stated in our opinions may not be taken by the IRS.
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
Volkswagen Auto Lease/Loan Underwritten Funding, LLC
October 27, 2010
October 27, 2010
Page 2
Based on the foregoing and assuming that the Operative Documents with respect to the
Notes are executed and delivered in substantially the form we have examined and that the
transactions contemplated to occur under the transaction documents in fact occur in accordance with
the terms thereof, we are of the opinion that the statements, to the extent that they constitute
matters of law or legal conclusions with respect thereto relating to United States federal tax
matters, set forth in the Preliminary Prospectus Supplement under the headings Summary of
TermsTax Status and Material Federal Income Tax Consequences and in the Base Prospectus under
Material Federal Income Tax Consequences, which statements have been prepared by us, are correct
in all material respects, and we hereby confirm and adopt the opinions set forth therein.
We know that we are referred to under the captions referred to above included in the
Preliminary Prospectus, and we hereby consent to the use of our name therein and to use of this
opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith,
without admitting that we are experts within the meaning of the Act or the rules and regulations
of the Securities and Exchange Commission issued thereunder, with respect to any part of the
above-captioned registration statement or the Preliminary Prospectus.
Respectfully submitted,
/s/ Mayer Brown
Mayer Brown LLP
JBO/AMU/LCS