Exhibit 5.1
October , 1998
World Omni Lease Securitization L.P.
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Re: World Omni 1998-A Automobile Lease Securitization Trust __%,
Automobile Lease Asset Backed Notes, Class A-1 (the "Class A-1
Notes"), ____% Automobile Lease Asset Backed Notes, Class A-2
(the "Class A-2 Notes"), ____% Automobile Lease Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and ____% Automobile
Lease Agreement Backed Notes, Class A-4 (the "Class A-4 Notes"
and, together with the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, the "Class A Notes")
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Ladies and Gentlemen:
We have acted as special Illinois and New York counsel for World Omni
Financial Corp., a Florida corporation ("WOFCO"), and World Omni Lease
Securitization L.P., a Delaware limited partnership (the "Transferor"), in
connection with the proposed offering by the Transferor of $_________ initial
principal amount of Class A-1 Notes, $_________ initial principal amount of
Class A-2 Notes, $__________ initial principal amount of Class A-3 Notes and
$__________ initial principal amount of Class A-4 Notes, in each case to be
issued pursuant to an Indenture, dated as of October , 1998 (the "Indenture"),
between The Bank of New York, as indenture trustee (in such capacity, the
"Indenture Trustee"), and PNC Bank, Delaware, a Delaware banking corporation, as
owner trustee (in such capacity, the "Owner Trustee"). The Class A Notes are to
be acquired by Credit Suisse First Boston Corporation and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Co.,
Inc., as representatives of the several underwriters (collectively, the
"Underwriters") named in the Underwriting Agreement (the "Underwriting
Agreement"), dated October __, 1998, among the Transferor, Auto Lease Finance
L.P., WOFCO and the Underwriters and offered by the Underwriters as provided in
the Registration Statement on Form S-1 (File No. 333-63367), filed with the
Securities and Exchange Commission ("SEC") on September 14, 1998, as amended
from time to time (the "Registration Statement").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon (a) certificates of public officials and others and
(b) the representations and warranties contained in the Securitization Trust
Agreement (as defined in the Indenture) and the Underwriting Agreement. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of the Registration Statement, the form of Indenture filed as
Exhibit 4.1 to the Registration Statement, including the form of each Class A
Note attached thereto, and the form of Underwriting Agreement filed as Exhibit
1.1 to the Registration Statement.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the genuineness
of all signatures, the authenticity of the documents submitted to us as
originals and the conformity to authentic original documents of all documents
submitted to us as certified, conformed or reproduced copies.
We have also assumed that the Securitization Trust Agreement and the
Underwriting Agreement will be governed by the laws of either New York or
Illinois, without regard to any applicable principles of conflicts of laws, and
that each such agreement has been duly and validly executed and delivered and
constitutes the legal, valid and binding obligation of each party thereto in
accordance with its terms. In addition, we have assumed that each Class A Note,
when issued, will conform to the form thereof attached to the Indenture, each
Class A Note has been duly and validly executed and delivered in accordance with
the terms of the Indenture and the Underwriting Agreement, and each Class A Note
constitutes the legal, valid and binding obligation of the Issuer in accordance
with its terms.
Based upon and subject to the foregoing, it is our opinion that when
each Class A Note is executed by PNC Bank, Delaware, as owner trustee, on behalf
of the Issuer and is issued and authenticated by the Indenture Trustee, in each
case in accordance with the terms of the Indenture, and sold and delivered to
the Underwriters in accordance with the provisions of the Underwriting
Agreement, it will be legally issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the States of
Illinois and New York (excluding the state securities laws thereof), and we do
not express any opinion herein concerning any other law. Specifically and
without limiting the generality of the preceding sentence, we express no opinion
herein as to the applicability of or compliance with any state securities laws,
federal securities laws or other federal laws, including without limitation the
Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as
amended. This opinion letter is given as of the date hereof and we assumed no
obligation to advise you of changes that may hereafter be brought to our
attention. This opinion letter is solely for the information of the addressees
hereof and is not to be quoted in whole or in part or otherwise referred to, nor
is it to be filed with any governmental agency or any other person, without our
prior written consent. No one other than the addressees hereof is entitled to
rely on this opinion letter.
We hereby consent to (a) the use of this opinion for filing as Exhibit
5.1 to the Registration Statement and (b) to the use of our name under the
heading "Legal Matters" in the Prospectus included in the Registration
Statement, as the same may be further amended and declared effective by the SEC.
Very truly yours,