Attached files
file | filename |
---|---|
8-K - 8-K - Nissan Auto Lease Trust 2013-B | d616148d8k.htm |
EX-5.1 - EX-5.1 - Nissan Auto Lease Trust 2013-B | d616148dex51.htm |
Exhibit 8.1
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
October 28, 2013
Nissan Auto Lease Trust 2013-B
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067
Re: | Nissan Auto Lease Trust 2013-B |
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 above-captioned registration statement (the Registration Statement) and the offering of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes and the Class A-3 Notes (collectively, the Offered Notes) and the issuance of the Class A-4 Notes (the Class A-4 Notes, and together with the Offered Notes, the Notes) described in the final prospectus supplement dated October 22, 2013 and the base prospectus dated October 17, 2013 (the Base Prospectus and together with the Prospectus Supplement, the 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). As described in the Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2013-B, 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, 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.
Based on the foregoing, we are of the opinion that the statements set forth in the Base Prospectus and the 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 and, to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Offered Notes, we hereby confirm and adopt the opinions set forth therein.
Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and 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 2013-B
October 28, 2013
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 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 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 Registration Statement or the Prospectus.
Respectfully submitted, |
/s/ Mayer Brown LLP
Mayer Brown LLP |