Exhibit 5.1

		601 Lexington Avenue New York, New York 10022
		(212) 446-4800   www.kirkland.com		Facsimile: (212) 446-4900
		February 8, 2013

CarMax Auto Funding LLC

12800 Tuckahoe Creek Parkway

Richmond, VA 23238-1115

Re: Enforceability Opinion - CarMax Auto Owner Trust 2013-1

We are issuing this opinion letter in our capacity as special counsel to CarMax Auto Funding LLC (the “Depositor”) and CarMax Business Services, LLC (“CarMax”) in connection with the issuance of Notes (as defined on Exhibit A hereto) by CarMax Auto Owner Trust 2013-1 (the “Issuing Entity”) pursuant to an Indenture (the “Indenture”), to be dated as of February 1, 2013, between the Issuing Entity and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”), and the certificates (the “Certificates”) pursuant to a Trust Agreement (the “Original Trust Agreement”), dated as of July 9, 2012, and to be amended and restated as of February 1, 2013 (the “Trust Agreement”). Only the Notes are being offered for sale in a transaction pursuant to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The Issuing Entity intends to issue the Notes on February 14, 2013 (the “Issuance Date”). We are generally familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Notes, and in order to express the opinion hereinafter stated, we have examined:

(i) a copy of the registration statement on Form S-3 (File No. 333-174975) (the “Registration Statement”) that was filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act on June 17, 2011, as amended by Pre-Effective Amendment No. 1 on July 6, 2011, with respect to asset backed notes, including the Notes, to be issued and sold in series from time to time, in the form in which it most recently became effective, including the exhibits thereto;

(ii) a copy of the preliminary prospectus supplement, dated February 6, 2013, and the prospectus dated January 28, 2013 related thereto (the “Base Prospectus”), each, relating to the Notes that was filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 6, 2013, and a copy of the prospectus supplement, dated February 6, 2013 (the “Prospectus Supplement”) and the Base Prospectus relating thereto, relating to the Notes that was filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act on February 8, 2013;

(iii) a copy of the Original Trust Agreement and a form of the Trust Agreement;

(iv) a form of the Sale and Servicing Agreement, to be dated as of February 1, 2013, among the Depositor, CarMax, as servicer, and the Issuing Entity;

(v) a form of the Indenture;

(vi) a form of Receivables Purchase Agreement, to be dated as of February 1, 2013, between CarMax and the Depositor,

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CarMax Auto Funding LLC

February 8, 2013

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(vii) a form of the Administration Agreement, to be dated as February 1, 2013, among the Issuing Entity, the Indenture Trustee and CarMax, as administrator; and

(viii) such other documents as we have deemed necessary for the expression of the opinions contained herein.

The documents described in clauses (iii) through (vii) collectively are referred to herein as the “Transaction Documents.”

In our examination, we have assumed that the Transaction Documents will be executed in the form submitted to us. We have also assumed, without independent verification, that the facts and the representations and warranties in the documents upon which we relied are true and correct, and that the transactions contemplated by such documents have been or will be consummated strictly in accordance with their terms.

On the basis of the foregoing and on the basis of our review of the Depositor’s Certificate of Formation and Limited Liability Company Agreement, as amended, and a review of a Certificate of the Secretary of State of the State of Delaware as to the good standing of the Depositor, it is our opinion that:

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CarMax Auto Funding LLC

February 8, 2013

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We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of securities or “Blue Sky” laws of the various states to the offer or sale of the Notes.

We wish to advise you that we are members of the bar of the State of New York and the opinions expressed herein are limited to the laws of the State of New York, the federal laws of the United States and the Delaware Limited Liability Company Act.

We hereby consent to the filing of this opinion on Form 8-K in connection with the sale of the Notes and the reference to our firm in the Base Prospectus and in the Prospectus Supplement under the captions “Legal Opinions.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

CarMax Auto Funding LLC

February 8, 2013

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EXHIBIT A

Notes

(i) $155,000,000 aggregate principal amount of the 0.20000% Class A-1 Asset Backed Notes (the “Class A-1 Notes”);

(ii) $350,000,000 aggregate principal amount of the 0.42% Class A-2 Asset Backed Notes (the “Class A-2 Notes”);

(iii) $332,000,000 aggregate principal amount of the 0.60% Class A-3 Asset Backed Notes (the “Class A-3 Notes”);

(iv) $151,048,000 aggregate principal amount of the 0.89% Class A-4 Asset Backed Notes (the “Class A-4 Notes”);

(v) $14,630,000 aggregate principal amount of the 1.24% Class B Asset Backed Notes (the “Class B Notes”);

(vi) $27,692,000 aggregate principal amount of the 1.54% Class C Asset Backed Notes (the “Class C Notes”); and

(vii) $14,630,000 aggregate principal amount of the 1.99% Class D Asset Backed Notes (the “Class D Notes”).

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes are referred to collectively herein as the “Notes.”

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