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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 12, 1999
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Deutsche Recreational Asset Funding Corporation
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
333-56303 91-1904587
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(Commission File Number) (I.R.S. Employer Identification No.)
655 Maryville Centre Drive, St. Louis, Missouri 63141
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(Address of Principal Executive Offices) (Zip Code)
(314) 523-3000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The Registrant is filing the exhibits listed in Item 7(c) below in
connection with the proposed issurance of Asset Backed Notes by Distribution
Financial Services RV Trust 1999-1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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5.1 Opinion of Mayer, Brown & Platt with respect to legality
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEUTSCHE RECREATIONAL ASSET
FUNDING CORPORATION
(Registrant)
Dated: March 12, 1999 By: /S/ Richard C. Goldman
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Name: Richard C. Goldman
Title: Vice President
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Exhibit 5.1
March 12, 1999
Deutsche Recreational Asset Funding Corporation
655 Maryville Centre Drive
St. Louis, Missouri 63141
Re: Deutsche Recreational Asset Funding Corporation
Registration Statement on Form S-3 (No. 333-56303)
Ladies and Gentlemen:
We have acted as special counsel for Deutsche Recreational Asset Funding
Corporation, a Nevada corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-3, File No. 333-56303
(together with the exhibits and amendments thereto, the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), for the registration under the
Act of certain series of Asset Backed Notes and/or Asset Backed Certificates.
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of Asset Backed Notes (the "1999-1 Notes") by
Distribution Financial Services RV Trust 1999-1 (the "Trust"), and in order to
express our opinion hereinafter stated we have examined and relied upon the
following items relating to the 1999-1 Notes and the Trust: the Trust Agreement,
the Amended and Restated Trust Agreement, the Transfer and Servicing Agreement,
the Indenture, the DFS/Ganis Transfer Agreement, the Ganis/Depositor Transfer
Agreement, and the 1999-1 Notes (such Trust Agreement, Amended and Restated
Trust Agreement, Transfer and Servicing Agreement, Indenture, DFS/Ganis Transfer
Agreement, Ganis/Depositor Transfer Agreement and 1999-1 Notes being referred to
collectively as the "1999-1 Documents"). We have also examined such statutes,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion.
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Based on and subject to the foregoing, we are of the opinion that, with
respect to the 1999-1 Notes, when: (a) the 1999-1 Documents have each been duly
(i) authorized by the parties thereto (other than by the Depositor) and (ii)
completed, executed and delivered by all of the parties thereto, (b) the related
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, (c) the 1999-1 Notes have been duly executed and issued by the Trust
and authenticated by the Indenture Trustee named therein, and sold by the
Company or by the Trust, at the direction of the Company or the Trust, as
applicable, and (d) payment of the agreed consideration for the 1999-1 Notes
shall have been received by the Company or the Trust, all in accordance with the
terms and conditions of the 1999-1 Documents and a definitive purchase,
underwriting or similar agreement with respect to the 1999-1 Notes: the 1999-1
Notes will have been duly authorized by all necessary action of the Trust and
will be legally issued and binding obligations of the Trust and entitled to the
benefits afforded by the related Indenture, except as may be limited by
bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws
relating to or affecting creditors' rights generally (including, without
limitation, fraudulent conveyance laws), and by general principles of equity,
regardless of whether such matters are considered in a proceeding in equity or
at law.
Our opinions expressed herein are limited to the federal laws of the United
States and the laws of the State of New York.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
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