Attached files
file | filename |
---|---|
8-K - FORM 8-K - NISSAN AUTO LEASING LLC II | c66207e8vk.htm |
EX-8.1 - EX-8.1 - NISSAN AUTO LEASING LLC II | c66207exv8w1.htm |
Exhibit 5.1
333 South Grand Avenue Los Angeles, CA 90071-1543 T: +1 (213) 615-1700 F: +1 (213) 615-1750 www.winston.com |
September 19, 2011
Nissan Auto Lease Trust 2011-B
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-B Registration Statement on Form S-3 Registration Nos. 333-170956 and 333-170956-01 |
Ladies and Gentlemen:
We have acted as special counsel to Nissan Auto Leasing LLC II, a Delaware limited liability
company (the Depositor), in connection with the offering of $156,000,000 aggregate
principal amount of the Class A-1 Asset Backed Notes, $378,000,000 aggregate principal amount of
the Class A-2 Asset Backed Notes, $351,000,000 aggregate principal amount of the Class A-3 Asset
Backed Notes and $85,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes
(collectively, the Notes) described in the preliminary prospectus supplement dated
September 16, 2011, and the base prospectus dated September 16, 2011 (collectively, 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-B, a Delaware
statutory trust (the Issuing Entity), formed by the Depositor pursuant to a trust
agreement between the Depositor and Wilmington Trust, National Association, as owner trustee. The
Notes will be issued pursuant to an indenture (the Indenture) between the Issuing Entity
and U.S. Bank National Association, as indenture trustee. Capitalized terms used herein without
definition herein have the meanings set forth in the Preliminary Prospectus.
BEIJING
CHARLOTTE
CHICAGO
GENEVA
HONG KONG
LONDON
LOS ANGELES
MOSCOW
NEW YORK
NEWARK
PARIS
SAN FRANCISCO
SHANGHAI
WASHINGTON, D.C.
Nissan Auto Lease Trust 2011-B
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
September 19, 2011
Page 2
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
September 19, 2011
Page 2
We have examined originals or copies, certified or otherwise identified to our satisfaction,
of the organizational documents of the Depositor, Nissan Motor Acceptance Corporation, a California
corporation (NMAC) and the Issuing Entity, the Indenture, the form of Notes included as
an exhibit to the Indenture, and such other records, documents and certificates of the Depositor,
NMAC, the Issuing Entity and public officials and other instruments as we have deemed necessary for
the purpose of this opinion. In addition, we have assumed that the Indenture will be duly executed
and delivered by the parties thereto; that the Notes will be duly executed and delivered
substantially in the forms contemplated by the Indenture; and that the Notes will be sold as
described in the above captioned registration statement and the Preliminary Prospectus.
Based upon the foregoing, we are of the opinion that:
The Notes are in due and proper form and, assuming the due authorization, execution and
delivery of the Indenture by the Issuing Entity and the Indenture Trustee, and the due
authorization of the Notes by all necessary action on the part of the Issuing Entity, when the
Notes have been validly executed, authenticated and issued in accordance with the Indenture and
delivered against payment therefor, the Notes will be valid and binding obligations of the Issuing
Entity, enforceable against the Issuing Entity in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
creditors rights generally (including, without limitation, fraudulent conveyance laws), and
general principles of equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether such enforceability is considered in a proceeding in
equity or at law.
The opinions expressed above are limited to the federal laws of the United States of America
and the laws of the State of New York (excluding choice of law principles therein). We express no
opinion herein as to the laws of any other jurisdiction and no opinion regarding the statues,
administrative decisions, rules, regulations or requirements of any county, municipality,
subdivision or local authority of any jurisdiction.
We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 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.
Respectfully submitted, |
||||
/s/ Winston & Strawn LLP | ||||