Attached files
file | filename |
---|---|
8-K - FORM 8-K - NISSAN AUTO LEASING LLC II | c65482e8vk.htm |
EX-5.1 - EX-5.1 - NISSAN AUTO LEASING LLC II | c65482exv5w1.htm |
Exhibit 8.1
Mayer Brown LLP | ||
71 S. Wacker Drive | ||
Chicago, Illinois 60606-4637 | ||
Main Tel +1 312 782 0600 | ||
Main Fax +1 312 701 7711 | ||
July 15, 2011 | www.mayerbrown.com |
Nissan Auto Lease Trust 2011-A
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
Re: | Nissan Auto Lease Trust 2011-A Registration Statement on Form S-3 Registration Nos. 333-170956 and 333-170956-01 |
Ladies and Gentlemen:
We have acted as special tax counsel to Nissan Auto Leasing LLC II, a Delaware limited
liability company (the Depositor), in connection with the offering of $128,000,000
aggregate principal amount of the Class A-1 Asset Backed Notes, $100,000,000 aggregate principal
amount of the Class A-2a Asset Backed Notes, $250,000,000 aggregate principal amount of the Class
A-2b Asset Backed Notes, $339,000,000 aggregate principal amount of the Class A-3 Asset Backed
Notes and $58,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes (collectively,
the Notes) described in the preliminary prospectus supplement dated July 11, 2011, as
supplemented by the supplement to the preliminary prospectus supplement, dated July 14, 2011 (the
Preliminary Prospectus Supplement), and the base prospectus dated July 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), and the rules or regulations promulgated thereunder. As described in
the Preliminary Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2011-A, 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 Citibank, N.A., as indenture trustee. Capitalized terms used herein without
definition herein have the meanings set forth in the Preliminary Prospectus.
We hereby confirm that the statements set forth in the Base Prospectus and the Preliminary
Prospectus Supplement forming part of the above captioned registration statement under the headings
SummaryTax Status and Material Federal Income Tax Consequences, to the extent that they
constitute matters of law or legal conclusions relating to the federal laws of the United States,
have been reviewed by us and are correct in all material respects.
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.
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 Leasing LLC II
Nissan Motor Acceptance Corporation
Nissan Auto Lease Trust 2011-A
July 15, 2011
Page 2
Nissan Motor Acceptance Corporation
Nissan Auto Lease Trust 2011-A
July 15, 2011
Page 2
The opinion expressed above is subject to the following assumptions, qualifications,
limitations and exceptions:
The opinion set forth above is based on relevant provisions of the United States Internal
Revenue Code of 1986, as amended, Treasury regulations thereunder, and interpretations of the
foregoing as expressed in court decisions, administrative determinations, and legislative history
as of the date hereof. These provisions and interpretations are subject to change, which may or
may not be retroactive in effect, that might result in modifications of our opinion.
This opinion is furnished by us as special tax counsel for the Depositor, Nissan Motor
Acceptance Corporation, a California corporation (NMAC) and the Issuing Entity and may be
relied upon by you only in connection with the transactions contemplated by the Indenture or the
Trust 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 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, including this exhibit.
Respectfully submitted,
/s/ Mayer Brown LLP
Mayer Brown LLP
JBO/AMU/LCS/SDG/AZC