Attached files
file | filename |
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8-K - FORM 8-K - NISSAN AUTO RECEIVABLES Co II LLC | c64038e8vk.htm |
EX-5.1 - EX-5.1 - NISSAN AUTO RECEIVABLES Co II LLC | c64038exv5w1.htm |
Exhibit 8.1
April 12, 2011
Nissan Auto Receivables 2011-A Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
Re: | Nissan Auto Receivables 2011-A Owner Trust Registration Statement on Form S-3 Registration No. 333-165171 |
Ladies and Gentlemen:
We have acted as special tax counsel to Nissan Auto Receivables Corporation II, a Delaware
corporation (the Depositor), in connection with the offering of the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the Notes)
described in the preliminary prospectus supplement dated April 11, 2011 (the Preliminary
Prospectus Supplement) and the base prospectus dated April 11, 2011 (the Base
Prospectus and together with the Preliminary Prospectus Supplement, 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). As described in the Preliminary Prospectus, the Notes will be issued by Nissan
Auto Receivables 2011-A Owner Trust, a Delaware statutory trust (the Issuing Entity),
formed by the Depositor pursuant to a trust agreement (the 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 Deutsche Bank Trust Company
Americas, as indenture trustee. Capitalized terms used herein without definition have the meanings
set forth in the Sale and Servicing Agreement between the Depositor, the Issuing Entity and Nissan
Motor Acceptance Corporation (NMAC), as servicer.
We hereby confirm that the statements in the Base Prospectus forming part of the
above-captioned registration statement under the captions SUMMARY OF TERMS TAX STATUS and
MATERIAL FEDERAL INCOME TAX CONSEQUENCES, and the statements in the Preliminary Prospectus
Supplement forming part of the above captioned registration statement under the captions SUMMARY
TAX STATUS and MATERIAL FEDERAL INCOME TAX CONSEQUENCES, to the extent that they constitute
matters of law or legal conclusions, are correct and, to the extent such statements constitute a
summary of the legal matters or documents referred to therein, are accurate and fairly present the
information required to be shown.
Our opinion is based upon the current provisions of the Internal Revenue Code of 1986, as
amended (the Code), Treasury Regulations promulgated thereunder, current administrative
Nissan Auto Receivables 2011-A Owner Trust
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
April 12, 2011
Page 2
Nissan Auto Receivables Corporation II
Nissan Motor Acceptance Corporation
April 12, 2011
Page 2
rulings, judicial decisions, and other applicable authorities, all as in effect on the date of
such opinion. All of the foregoing authorities are subject to change or new interpretation, both
prospectively and retroactively, and such changes or interpretation, as well as the changes in the
facts as they have been represented to us or assumed by us, could affect our opinion. Our opinion
does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the
IRS) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury
Department in regulations or rulings issued in the future. Furthermore, our opinion assumes that
all the transactions contemplated by the Prospectus will be consummated in accordance with the
terms of the Prospectus.
This opinion is furnished by us as special tax counsel for the Depositor, NMAC and the Issuing
Entity and may be relied upon by you only in connection with the transactions contemplated by the
Indenture, the Trust Agreement or the Sale and Servicing Agreement, as applicable. It may not be
used or relied upon by you for any other purpose, nor may copies be delivered to any other person,
without in each instance our prior written consent. This opinion is expressly limited to the
matters set forth above and we render no opinion, whether by implication or otherwise, as to any
other matters. We assume no obligation to update or supplement this opinion to reflect any facts
or circumstances that arise after the date of this opinion and come to our attention, or any future
changes in laws.
We consent to the filing of this letter with the Commission as Exhibit 8.1 to a Form 8-K filed
in connection with the Preliminary Prospectus and to the use of our name therein, without implying
or 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/ Winston & Strawn LLP | ||||
Nissan 2011-A Form 8-K Tax Opinion