Attached files
file | filename |
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8-K - FORM 8-K - Ford Credit Floorplan Master Owner Trust A Series 2011-1 | k50121e8vk.htm |
EX-5.1 - EX-5.1 - Ford Credit Floorplan Master Owner Trust A Series 2011-1 | k50121exv5w1.htm |
EXHIBIT 8.1
2900 K Street NW #200
Washington, DC 20007-5118
202.625.3500 tel
202.298.7570 fax
Washington, DC 20007-5118
202.625.3500 tel
202.298.7570 fax
February 24, 2011
To the Addressees Listed
on Schedule I Attached Hereto
on Schedule I Attached Hereto
Re: | Ford Credit Floorplan Master Owner Trust A, Series 2011-1 Asset Backed Notes Tax Opinion |
Ladies and Gentlemen:
We have acted as special tax counsel to Ford Motor Credit Company LLC, a Delaware limited
liability company (Ford Credit), Ford Credit Floorplan Corporation, a Delaware
corporation (FCF Corp), and Ford Credit Floorplan LLC, a Delaware limited liability
company (FCF LLC and, together with FCF Corp, the Depositors), in connection
with the issuance by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the
Trust), of its Series 2011-1 Asset Backed Notes, Class A-1 (the Class A-1
Notes), Class A-2 (the Class A-2 Notes and, together with the Class A-1 Notes, the
Class A Notes), Class B (the Class B Notes), Class C (the Class C
Notes) and Class D (the Class D Notes and, together with the Class A, Class B and
Class C Notes, the Series 2011-1 Notes). The Series 2011-1 Notes are being issued
pursuant to the Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and
restated as of December 1, 2010 (the Indenture), between the Trust and The Bank of New
York Mellon, a New York banking corporation (BNYM), as indenture trustee (the
Indenture Trustee), as supplemented by the Series 2011-1 Indenture Supplement, dated as
of February 1, 2011 (the Series 2011-1 Indenture Supplement), between the Trust and the
Indenture Trustee. Capitalized terms not otherwise defined herein are used as defined in Appendix
A to the Fifth Amended Sale and Servicing Agreement, dated as of August 1, 2001, as amended and
restated as of December 1, 2010, among FCF Corp, as depositor, the Trust, as issuer, and Ford
Credit, as servicer, and the Fifth Amended Sale and Servicing Agreement, dated as of August 1,
2001, as amended and restated as of December 1, 2010, among FCF LLC, as depositor, the Trust, as
issuer, and Ford Credit, as servicer, and the Series 2011-1 Indenture Supplement.
In connection with the opinions expressed herein, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of all such documents as we have deemed
necessary or appropriate, including the following:
(a) | the Indenture; |
CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES NEW YORK WASHINGTON, DC WWW.KATTENLAW.COM
LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN UK LLP
A limited liability partnership including professional corporations
To the Addressees Listed
on Schedule I Attached Hereto
February 24, 2011
Page 2
on Schedule I Attached Hereto
February 24, 2011
Page 2
(b) | the Series 2011-1 Indenture Supplement; | ||
(c) | specimens of the Class A-1, Class A-2, Class B, Class C and Class D Notes; | ||
(d) | the Second Amended and Restated Trust Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as amended, modified or supplemented, the Trust Agreement) among the Depositors and U.S. Bank Trust National Association, as owner trustee (the Owner Trustee); and | ||
(e) | the Second Amended and Restated Expense Allocation and Reconciliation Agreement, dated as of July 1, 2004, by and between FCF Corp and FCF LLC. |
The documents listed in clauses (a) through (e) are collectively referred to as the
Transaction Documents.
We have also examined originals or copies of:
(i) | the Preliminary Prospectus Supplement, dated February 14, 2011 (the Preliminary Prospectus Supplement) and the Base Prospectus, dated February 11, 2011 (the Base Prospectus and, together with the Preliminary Prospectus Supplement, the Preliminary Prospectus); and | ||
(ii) | the final Prospectus Supplement, dated February 15, 2011 (the Final Prospectus Supplement) and the Base Prospectus (together, the Final Prospectus and, together with the Preliminary Prospectus, the Prospectus). |
In rendering the opinions expressed herein, we have assumed the authenticity of all documents
submitted to us as originals and the conformity to the originals of all documents submitted to us
as copies. We have assumed and have not verified the accuracy as to factual matters of the
representations and warranties of the Trust in the Transaction Documents. We have also reviewed
such questions of law as we have considered necessary for purposes of the opinions expressed
herein. We have assumed the due authorization, execution and delivery of all agreements referred
to herein by all the parties thereto and that such agreements are valid and binding agreements of
the parties thereto. We have assumed that the Trust and each other party to any such agreement has
satisfied those legal requirements that are applicable to it to the extent necessary to make such
agreement or obligation enforceable against it.
We have, for purposes of rendering the opinions expressed herein, also relied on the
representations of FCF Corp and FCF LLC set forth in the representation letters dated as of
February 24, 2011. The opinions expressed herein are also based on the assumption that there are
no agreements or understandings with respect to those transactions contemplated in the Transaction
Documents other than those contained in the Transaction Documents. Furthermore, the opinions
expressed herein are based on the assumption that all parties to the Transaction
To the Addressees Listed
on Schedule I Attached Hereto
February 24, 2011
Page 3
on Schedule I Attached Hereto
February 24, 2011
Page 3
Documents will
comply with the terms thereof, including all tax reporting requirements contained therein.
Based upon the foregoing and consideration of such other matters as we have deemed
appropriate, we are of the opinion that:
2. | Neither the execution and delivery of the Series 2011-1 Indenture Supplement nor the issuance of the Series 2011-1 Notes will (x) adversely affect the federal income tax characterization as debt of any outstanding Series or Class of Notes of the Trust that were characterized as debt at the time of their issuance, (y) cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (z) cause or constitute an event in which gain or loss would be recognized by any Noteholder. | ||
3. | The Trust will not be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and will be treated for U.S. federal income tax reporting purposes as a division of the Depositors. | ||
4. | The Class A, Class B, Class C and Class D Notes, to the extent treated for U.S. federal income tax purposes as beneficially owned by a person other than Ford Credit, will be characterized as debt for U.S. federal income tax purposes. | ||
5. | The statements contained in the Base Prospectus, the Preliminary Prospectus Supplement and the Final Prospectus Supplement under the headings SummaryTax Status and Tax Matters, insofar as such statements constitute a summary of law and legal conclusions, and subject to the qualifications set forth therein, have been prepared or reviewed by us and are correct in all material respects. |
We do not express any opinion as to any laws other than the federal tax laws of the United
States of America. The opinions set forth herein are based upon the existing provisions of the
Internal Revenue Code of 1986, as amended, and Treasury regulations issued or proposed thereunder,
published revenue rulings and releases of the Internal Revenue Service and existing case law, any
of which could be changed at any time. Any such changes may be retroactive in application and
could modify the legal conclusions upon which such opinions are based. The opinions expressed
herein are limited as described above, and we do not express an opinion on any other tax aspect of
the transactions contemplated by the Transaction Documents or the effect of such transactions.
We are furnishing this opinion letter to you solely for your benefit in connection with the
transactions contemplated by the Transaction Documents. This opinion letter is rendered as of the
date hereof and we undertake no obligation to update this opinion letter or advise you of any
changes in the event there is any change in legal authorities, facts, assumptions or documents on
which this opinion letter is based (including the taking of any action by any party to the
Transaction Documents pursuant to any opinion of counsel or a waiver), or any inaccuracy in
To the Addressees Listed
on Schedule I Attached Hereto
February 24, 2011
Page 4
on Schedule I Attached Hereto
February 24, 2011
Page 4
any of
the representations, warranties or assumptions upon which we have relied in rendering this opinion
letter unless we are specifically engaged to do so. This opinion letter is rendered only to those
to whom it is addressed and may not be relied upon by any other person, firm or corporation for any
purpose, and may not be relied on in connection with any transactions other than the transactions
contemplated herein or for any other purpose, without our prior
written consent. We place no limitations in this tax opinion, however, on the disclosure to the Internal
Revenue Service of the tax structure or tax treatment of the transactions contemplated by the Transaction Documents. This opinion
letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, except
that copies of this opinion letter may be posted by the Issuer or the Administrator to a password
protected website accessible by any non-hired nationally recognized statistical rating
organization (an NRSRO) that provides to the Issuer or the Administrator the
certification required by subsection (e) of Rule 17g-5 under the Securities and Exchange Act of
1934, as amended (or any successor provision to such subsection) (Rule 17g-5), and agrees
to keep this opinion letter confidential as contemplated by Rule 17g-5; provided, that no
such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accepting this
opinion letter, will be deemed to have agreed to comply with the terms of this paragraph and not to
provide copies of this opinion letter to any other person.
______________________
Pursuant to U.S. Treasury Department Circular 230, any tax advice contained in this
communication is not intended or written to be used, and cannot be used, for the purpose of
avoiding tax-related penalties. Further, this advice was written to support the promotion or
marketing of the transaction and/or matters addressed herein and each affected party should seek
advice based on its particular circumstances from an independent tax advisor.
Very truly yours,
/s/ Katten Muchin Rosenman LLP
/s/ Katten Muchin Rosenman LLP
To the Addressees Listed
on Schedule I Attached Hereto
February 24, 2011
Page 1
on Schedule I Attached Hereto
February 24, 2011
Page 1
SCHEDULE I
Ford Motor Company
One American Road
Dearborn, Michigan 48126
One American Road
Dearborn, Michigan 48126
Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan 48126
One American Road
Dearborn, Michigan 48126
Ford Credit Floorplan Corporation
One American Road
Dearborn, Michigan 48126
One American Road
Dearborn, Michigan 48126
Ford Credit Floorplan LLC
One American Road
Dearborn, Michigan 48126
One American Road
Dearborn, Michigan 48126
Ford Credit Floorplan Master Owner Trust A
c/o U.S. Bank Trust National Association,
as Owner Trustee
300 Delaware Avenue, Ninth Floor
Wilmington, Delaware 19801
c/o U.S. Bank Trust National Association,
as Owner Trustee
300 Delaware Avenue, Ninth Floor
Wilmington, Delaware 19801
U.S. Bank Trust National Association,
as Owner Trustee
300 Delaware Avenue, Ninth Floor
Wilmington, Delaware 19801
as Owner Trustee
300 Delaware Avenue, Ninth Floor
Wilmington, Delaware 19801
The Bank of New York Mellon,
as Indenture Trustee
101 Barclay Street
New York, New York 10286
as Indenture Trustee
101 Barclay Street
New York, New York 10286
Wells Fargo Bank, National Association,
as Back-up Servicer
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
as Back-up Servicer
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
RBS Securities Inc.,
on behalf of themselves and as
Representatives of the several Underwriters
c/o Deutsche Bank Securities Inc.
60 Wall Street, 19th Floor
New York, New York 10005
Deutsche Bank Securities Inc.
RBS Securities Inc.,
on behalf of themselves and as
Representatives of the several Underwriters
c/o Deutsche Bank Securities Inc.
60 Wall Street, 19th Floor
New York, New York 10005
Standard & Poors Ratings Services, a Standard
& Poors Financial Services LLC business
55 Water Street
New York, New York 10041
& Poors Financial Services LLC business
55 Water Street
New York, New York 10041
Moodys Investors Service, Inc.
7 World Trade Center
250 Greenwich Street
New York, New York 10007
7 World Trade Center
250 Greenwich Street
New York, New York 10007
DBRS, Inc.
140 Broadway, 35th Floor
New York, New York 10005
140 Broadway, 35th Floor
New York, New York 10005
Fitch, Inc.
One State Street Plaza
New York, New York 10004
One State Street Plaza
New York, New York 10004