Attached files
file | filename |
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8-K - FORM 8-K - FORD MOTOR CREDIT CO LLC | k50620e8vk.htm |
EX-8.1 - EX-8.1 - FORD MOTOR CREDIT CO LLC | k50620exv8w1.htm |
Exhibits 5 and 23.1
Ford Motor Credit Company LLC
Corey M. MacGillivray Assistant Secretary |
One American Road Dearborn, Michigan 48126 |
|
August 1, 2011 |
Ford Motor Credit Company LLC
One American Road
Dearborn, MI, 48126
One American Road
Dearborn, MI, 48126
Re: | Registration Statement |
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the Registration Statement)
filed with the Securities and Exchange Commission (the Commission) on May 11, 2009, by Ford
Motor Credit Company LLC (the Company) for the registration of debt securities (Debt
Securities). The Debt Securities are to be issued pursuant to the provisions of an Indenture
dated as of February 1, 1985, as supplemented (the Indenture), between the Company and The
Bank of New York Mellon, as Trustee (the Trustee). Pursuant to the terms of the Indenture,
the Company has created as a series of Debt Securities its 5.875% Notes due August 2, 2021 (the
Notes) in an aggregate principal amount of $1,000,000,000.
As Assistant Secretary of the Company, I am familiar with the Certificate of Formation and
the Limited Liability Company Agreement of the Company and with the affairs of the Company. I
also am familiar with the Companys action taken pursuant to Sections 2.01 and 3.01 of the
Indenture to establish the Notes as a series of Debt Securities under the Indenture. I have
also examined such other documents and instruments and have made such further investigation as
I have deemed necessary or appropriate in connection with this opinion.
Based on the foregoing, it is my opinion that the Notes constitute legal, valid and
binding obligations of the Company.
My opinion expressed herein is subject to the qualification that I express no opinion as
to the applicability of, compliance with, or effect of (i) any bankruptcy, reorganization,
insolvency,
fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially
developed doctrine in this area (such as substantive consolidation or equitable subordination)
affecting the enforcement of creditors rights generally, (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to obtain certain
remedies.
I wish to point out that I am a member of the Bar of the State of Michigan and do not hold
myself out as an expert in the laws of other jurisdictions. However, I have made, or cause to
be made, such investigation as I have deemed appropriate with respect to the laws of other
jurisdictions in connection with the opinion expressed herein, and nothing has come to my
attention in the course of such investigation which would lead me to question the correctness
of such opinion.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.
In giving this consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the Commission
issued thereunder.
Very truly yours, |
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/s/ Corey M. MacGillivray |
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Corey M. MacGillivray | ||||
Assistant Secretary | ||||