Attached files
file | filename |
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EX-8.1 - EXHIBIT 8.1 - Mercedes-Benz Auto Lease Trust 2020-A | ex8_1.htm |
EX-5.2 - EXHIBIT 5.2 - Mercedes-Benz Auto Lease Trust 2020-A | ex5_2.htm |
8-K - 8-K - Mercedes-Benz Auto Lease Trust 2020-A | form8k.htm |
Exhibit 5.1
SIDLEY AUSTIN LLP
555 CALIFORNIA STREET
SUITE 2000
SAN FRANCISCO, CA 94104
+1 415 772 1200
+1 415 772 7400 FAX
AMERICA • ASIA PACIFIC • EUROPE
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January 29, 2020
Daimler Trust Leasing LLC
36455 Corporate Drive
Farmington Hills, MI 48331
Re: |
Mercedes-Benz Auto Lease Trust 2020-A
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Ladies and Gentlemen:
We have acted as special counsel to Daimler Trust Leasing LLC, a Delaware limited liability company (the “Depositor”), in connection with the sale by the Depositor of (i)
$570,000,000 aggregate principal amount of 1.82% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), (ii) $520,000,000 aggregate principal amount of 1.84% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and (iii) $135,100,000 aggregate
principal amount of 1.88% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Offered Notes”) of Mercedes-Benz Auto Lease Trust 2020-A (the “Issuer”)
pursuant to an underwriting agreement, dated January 21, 2020 (the “Underwriting Agreement”), among the Depositor, Mercedes-Benz Financial Services USA LLC (“MBFS USA”) and MUFG Securities Americas Inc., Santander Investment Securities Inc.
and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed
thereto in the Underwriting Agreement.
The Offered Notes will be issued pursuant to an Indenture, dated as of January 1, 2020 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Indenture Trustee”). The
Issuer is a Delaware statutory trust governed by an Amended and Restated Trust Agreement, dated as of January 1, 2020 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as trustee (the “Owner Trustee”).
The Depositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SF-3 (Registration Nos. 333-229783 and 333-229783-01) for the registration of asset backed notes
under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement, as amended to date, is hereinafter called the “Registration Statement”. In connection with the sale of the Offered Notes under the Registration
Statement, the Depositor has prepared a prospectus, dated January 21, 2020, as supplemented by the supplement thereto, dated January 22, 2020 (the “Prospectus”).
Sidley Austin (CA) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin
partnerships.
Daimler Trust Leasing LLC
January 29, 2020
Page 2
In addition to the Offered Notes, the Issuer will issue $289,000,000 aggregate principal amount of 0.00% Class A-1 Asset Backed Notes pursuant to the Indenture which will initially be retained by the
Depositor or one or more of its affiliates and are not offered under the Prospectus or the Registration Statement.
As special counsel to the Depositor, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, certificates, records and
other documents and have made such examination of law as we have deemed necessary or appropriate for the purpose of this opinion letter.
In our examination, we have assumed, without independent investigation, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission or which we obtained from sites on the internet and the authenticity of the
originals of such latter documents. As to facts relevant to this opinion letter, we have relied without independent investigation upon certificates and oral or written statements and representations of public officials and officers and other
representatives of the Depositor, MBFS USA and others.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Offered Notes, when executed and delivered by the Owner Trustee on
behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters against the consideration set forth in the Underwriting Agreement, will be validly
issued and entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.
The foregoing opinion is subject to the following qualifications, exceptions, assumptions and limitations:
A. The foregoing opinion is limited to matters arising under the laws of the State of New York. We express no opinion as to the laws, rules or
regulations of any other jurisdiction or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York, in each case as to any matters arising thereunder or relating
thereto.
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Daimler Trust Leasing LLC
January 29, 2020
Page 3
B. Our opinion above is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other
similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or injunctive relief and including, to the extent applicable, the rights of creditors of “financial companies” (as defined in Section 201 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act) or their affiliates.
We hereby consent to the filing of this opinion letter as an exhibit to a current report on Form 8-K to be filed by the Depositor or the Issuer. By such consent we do not concede that we are an “expert” for the purposes
of the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Prospectus or the Registration Statement, including this exhibit.
Very truly yours,
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/s/ Sidley Austin LLP
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