Attached files
file | filename |
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8-K - FORM 8-K - VW CREDIT LEASING LTD | c63682e8vk.htm |
EX-5.1 - EX-5.1 - VW CREDIT LEASING LTD | c63682exv5w1.htm |
Exhibit 8.1
March 24, 2011 Volkswagen Auto Lease/Loan Underwritten Funding, LLC 2200 Ferdinand Porsche Drive Herndon, Virginia 20171 |
Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrown.com |
Re:
|
Volkswagen Auto Lease/Loan Underwritten Funding, LLC | |
Registration Statement on Form S-3 (No. 333-160515) |
Ladies and Gentlemen:
We have acted as special tax counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(the Seller) and VW Credit, Inc. (VCI) in connection with the offering of notes
(the Notes) described in the preliminary prospectus supplement dated March 18, 2011, (the
Preliminary Prospectus Supplement), the supplement to the Preliminary Prospectus
Supplement dated March 24, 2011 (the Supplement) and the base prospectus dated March 18,
2011(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 Loan Enhanced Trust 2011-1 (the Issuer), a trust formed by the Seller pursuant to a
trust agreement (the Trust Agreement) between the Seller, Citibank, N.A., as owner
trustee and Citigroup Trust Delaware, National Association, as issuer 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 Sale and Servicing Agreement between the Seller, the Issuer, VCI and the Indenture
Trustee.
In that connection, 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).
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
Page 2
Underwritten Funding, LLC
Page 2
The opinion set forth herein is based upon the applicable provisions of the Internal Revenue
Code of 1986, as amended (the Code), 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.
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 LLP
Mayer Brown LLP