Attached files
| file | filename |
|---|---|
| EX-8.1 - OPINION OF MORGAN, LEWIS & BOCKIUS LLP AS TO CERTAIN TAX MATTERS - Verizon ABS II LLC | exhibit8-1.htm |
| EX-5.2 - OPINION OF MORRIS JAMES LLP WITH RESPECT TO DELAWARE LAW - Verizon ABS II LLC | exhibit5-2.htm |
| 8-K - CURRENT REPORT - Verizon ABS II LLC | vzmt2021-1_8k.htm |
Exhibits 5.1 and 23.1
[Letterhead of Morgan, Lewis & Bockius LLP]
May 25, 2021
Verizon ABS II LLC
One Verizon Way
Basking Ridge, New Jersey 07920
| Re: |
Verizon Master Trust, Series 2021-1
|
Ladies and Gentlemen:
We have acted as special counsel to Verizon ABS II LLC, a Delaware limited liability company (the “Depositor”) and Verizon Master Trust, a Delaware statutory trust (the “Trust”) in connection with the offering and sale of $1,500,500,000
aggregate principal amount of 0.50% Asset Backed Notes, Class A (the “Class A Notes”), $118,700,000 aggregate principal amount of 0.69% Asset Backed Notes, Class B (the “Class B Notes”) and $80,800,000 aggregate principal amount of 0.89% Asset Backed Notes, Class C (the “Class C
Notes” and, together with the Class A Notes and the Class B Notes, the “Notes”) issued by the Trust. The Notes will be offered and sold to the Underwriters
(as defined below) by the Trust pursuant to the Underwriting Agreement, dated as of May 18, 2021 (the “Underwriting Agreement”), by and among the Trust, Cellco Partnership
d/b/a Verizon Wireless, and each of RBC Capital Markets, LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters identified therein (collectively, the “Underwriters”).
In connection with the issuance and sale of the Notes, the Depositor has prepared a prospectus dated May 18, 2021 (together with any documents and
other information incorporated therein by reference, each in the form prepared for use by the Underwriters in confirming sales of the Notes, are together called the “Prospectus”). The Trust was formed pursuant to a Trust Agreement, dated as of
February 3, 2021, between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of May 25, 2021, between the Depositor and the
Owner Trustee.
The Depositor has filed with the Securities and Exchange Commission a registration statement on Form SF-3 (Registration Nos. 333‑253034 and
333-253034-01), as amended by Amendment No. 1 thereto, for the registration of the Notes and certain other securities under the Securities Act of 1933, as amended (the “Securities Act”).
In this opinion letter, the foregoing registration statement, as so amended, at its effective
date, including any documents and other information incorporated therein by reference, is called the “Registration
Statement.” As set forth in the Prospectus, the Notes will be issued pursuant to an Indenture, dated as of May 25, 2021 (the “Indenture”), between the Trust
and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and note paying agent.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. No opinion is
expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus other than as to the entitlement of the Notes to the benefits of the Indenture and their enforceability against the Trust in accordance with
their terms.
As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of the
Depositor as we consider appropriate. As to all matters of fact, we have entirely relied upon certificates of officers of the Depositor and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates. In
connection with this opinion, we have also examined and relied upon the Registration Statement and the Prospectus. In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us
as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.
Each opinion set forth below relating to the binding effect of the Notes is subject to the following general qualifications:
| (i) |
the enforceability of any obligation of the Trust or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws
and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and
|
| (ii) |
the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered
in a proceeding at law or in equity).
|
This opinion letter is limited solely to the internal, substantive laws of the State of New York as applied by courts located in New York without
regard to choice of law.
Based upon and subject to the foregoing, we are of the opinion that the Notes, when duly authorized by all requisite statutory trust action on the
part of the Trust, executed by the Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered against payment of the purchase price therefor as described in the Underwriting Agreement, will be entitled to
the benefits of the Indenture and will constitute the binding obligations of the Trust, enforceable against the Trust in accordance with their terms.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the
heading “Legal Opinions” in the Prospectus. In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP