Attached files

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EX-5.1 - EX-5.1 - GE Dealer Floorplan Master Note Trustv312776_ex5-1.htm
EX-8.1 - EX-8.1 - GE Dealer Floorplan Master Note Trustv312776_ex8-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported) May 9, 2012
 
GE Dealer Floorplan Master Note Trust
CDF Funding, Inc.
GE Commercial Distribution Finance Corporation
 
 (Exact Name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
333-115582    
333-115582-03    
333-130782-02    
333-130782    
333-158937-01    
333-158937   20-1060484 (CDF Funding, Inc.)
(Commission File Number)    (I.R.S. Employer Identification No.)
         
         
5595 Trillium Boulevard, Hoffman Estates, Illinois 60192
(Address of Principal Executive Offices) (Zip Code)
 
(847) 747-4043
 
(Registrant’s Telephone Number, Including Area Code)
 
No Change
(Former Name or Former Address, if Changed Since Last Report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

TABLE OF CONTENTS

 

Item 8.01. Other Events

 

The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the issuance of Series 2012-2 Class A Asset Backed Notes (the “Notes”) by GE Dealer Floorplan Master Note Trust described in the Series 2012-2 final prospectus dated May 9, 2012.

 

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.

 

Item 9.01 Financial Statements and Exhibits

 

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

 

Exhibit No. Document Description
5.1 Opinion of Mayer Brown LLP with respect to legality
8.1 Opinion of Mayer Brown LLP with respect to tax matters

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

      CDF FUNDING, INC.
         
         
Dated:  May 11, 2012   By: /s/ John E. Peak
      Name: John E. Peak
      Title: Vice President