<PAGE>
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) October 1, 1999
AutoNation Receivables Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-81615 65-092-903
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
200 South Andrews Avenue
Ft. Lauderdale, Florida 33301
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (954) 769-4555
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. Other Events
The Registrant is filing final forms of the Exhibits listed in
Item 7(c) below.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document Description
- ----------- --------------------
5.2 Opinion of Weil, Gotshal & Manges LLP as to legality
5.3 Opinion of Richards, Layton & Finger as to legality
8.2 Opinion of Weil, Gotshal & Manges LLP as to certain tax
matters
2
<PAGE>
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.
AUTONATION RECEIVABLES CORPORATION
October 21, 1999 By: /s/ Leland F. Wilson
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Name: Leland F. Wilson
Title: Treasurer
3
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
5.2 Opinion of Weil, Gotshal & Manges LLP as to Legality
5.3 Opinion of Richards, Layton & Finger as to legality
8.2 Opinion of Weil, Gotshal & Manges LLP dated October 22, 1999
as to certain tax matters
4
<PAGE>
[Letterhead of Weil, Gotshal & Manges, LLP]
October 22, 1999
To: The Persons Listed on Schedule A Attached Hereto
Re: ANRC Auto Owner Trust 1999-A
----------------------------
Ladies and Gentlemen:
We have acted as special counsel to AutoNation Receivables Corporation
(the "Company"), and AutoNation Financial Services Corp. ("ANFS"), in connection
with the preparation, authorization, execution and delivery of, and the
consummation of the transactions contemplated by, (i) the Sale and Servicing
Agreement dated as of October 1, 1999 (the "Sale and Servicing Agreement") among
the Company, ANRC Auto Owner Trust 1999-A, as issuer (the "Issuer" or the
"Trust"), ANFS, as Servicer and Custodian, and The Chase Manhattan Bank, as
indenture trustee (the "Indenture Trustee"), (ii) the Receivables Purchase
Agreement dated as of October 1, 1999 (the "Purchase Agreement") between the
Company and ANFS, (iii) the Indenture dated as of October 1, 1999 (the
"Indenture") between the Issuer and the Indenture Trustee, (iv) the
Administration Agreement dated as of October 1, 1999 (the "Administration
Agreement") by and among the Issuer, ANFS, as Administrator, the Company and the
Indenture Trustee, (v) the Amended and Restated Owner Trust Agreement dated as
of October 1, 1999 (the "Trust Agreement") between the Company, as Depositor and
The Bank of New York (Delaware), as owner trustee (the "Owner Trustee"), (vi)
the Insurance Agreement dated as of October 1, 1999 (the "Insurance Agreement")
among the Trust, ANFS, individually, as Servicer, as Administrator and as
Custodian, the Company, the Indenture Trustee, the Owner Trustee and MBIA
Insurance Corporation (the "Insurer"), (vii) the Securities Account Control
Agreement dated as of October 1, 1999 (the "Securities Account Control
Agreement") among the Trust, the Indenture Trustee and The Chase Manhattan Bank,
as securities intermediary, (viii) the Custodial Agreement dated as of October
1, 1999 (the "Custodial Agreement") among the Trust, ANFS, as Custodian and
Servicer, the Indenture Trustee and World Omni Financial Corp., (ix) the
Underwriting Agreement dated October 14, 1999 (the "Underwriting Agreement")
among ANFS, the Company and Chase Securities Inc., as representative of the
underwriters identified therein (the "Underwriters"), (x) the $125,000,000 ANRC
Auto Owner Trust 1999-A, 6.16625% Class A-1 Asset-Backed Notes (the "Class A-1
Notes"), (xi) the $314,000,000 ANRC Auto Owner Trust 1999-A, 6.54% Class A-2
Asset-Backed Notes (the "Class A-2 Notes"), (xii) the $196,000,000 ANRC Auto
Owner Trust 1999-A, 6.75% Class A-3 Asset-Backed Notes (the "Class A-3 Notes")
and (xiii) the $151,800,000 ANRC Auto Owner Trust 1999-A, 6.94% Class A-4
Asset-Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes, the Class A-2
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 2
Notes and the Class A-3 Notes, the "Notes"). We have also acted as special
counsel to the Company and ANFS in connection with the preparation of the
Registration Statement (Registration No. 333-81615) filed on Form S-3 with the
Securities and Exchange Commission on June 25, 1999, as amended to the date
hereof (the "Registration Statement") and the Base Prospectus, dated October 14,
1999 (the "Base Prospectus"), as supplemented by the Prospectus Supplement
thereto, dated October 14, 1999 (the "Prospectus Supplement" and, together with
the Base Prospectus, the "Final Prospectus").
Unless otherwise defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Sale and Servicing Agreement,
and if not defined therein, the meanings assigned thereto in the Indenture, and
if not defined therein, the meanings assigned thereto in the Trust Agreement.
The documents specified in clauses (i) through (ix) are collectively referred to
herein as the "Operative Documents". Unless otherwise specified herein, (i)
"Applicable Laws" means the laws, rules and regulations of the State of New York
and the United States of America; (ii) the term "Governmental Authority" means
any legislative, judicial, administrative or regulatory body of the State of New
York or the United States; (iii) the term "Governmental Approval" means any
consent, approval, waiver, license, authorization or other action by or filing
with any Governmental Authority pursuant to Applicable Laws; and (iv) the term
"New York UCC" means the Uniform Commercial Code as currently in effect in the
State of New York.
In rendering the opinions expressed below, we have examined
originals or copies (certified or otherwise identified to our satisfaction) of
the Operative Documents, the Prospectus and a specimen form of each class of
Notes in book-entry form. We have also examined originals or copies (certified
or otherwise identified to our satisfaction) of such agreements, documents and
records, and other certificates, opinions and instruments, as we have deemed
relevant and necessary as a basis for the opinions expressed below. We have
relied, as to factual matters, solely and without independent investigation, on
the representations, covenants and other provisions of the documents and on the
oral or written statements, covenants and representations of officers and other
representatives of the Company and ANFS and others and we have assumed the
compliance by such parties with such provisions, statements, covenants and
representations.
In such examination, we have assumed, without independent
investigation, (i) the genuineness of all signatures (including endorsements),
(ii) the proper legal capacity of all natural persons, (iii) the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic copies
and the authenticity of the originals of such latter documents, (iv) that such
documents (whether originals or photostatic copies) have not been amended or
modified since the date they were submitted to us by written or oral agreement
of the parties thereto, by the conduct of the parties thereto, or otherwise,
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 3
(v) that the parties to the documents (other than the Company and ANFS, to the
extent of our opinions set forth in paragraphs (v) and (vi) below) had the
power, corporate or other, to enter into and perform all obligations thereunder,
(vi) that such documents have been duly authorized by all requisite action,
corporate or other, and that such documents have been duly executed, delivered
and, as applicable, authenticated by the parties thereto (other than the Company
and ANFS, to the extent of our opinions set forth in paragraphs (v) and (vi)
below), which parties (other than the Company and ANFS, to the extent of our
opinions set forth in paragraphs (i) and (iii) below) we assume were duly
organized and are validly existing and in good standing; (vii) such documents
constitute valid and binding obligations of such parties, enforceable against
such parties (other than (a) ANFS and the Company to the extent of our opinions
set forth in paragraphs (v) and (vi) below and (b) the Trust to the extent of
our opinion set forth in paragraph (vii) below), (viii) there are no other
agreements or arrangements that will alter the terms and conditions of such
documents; and (ix) the execution, delivery and performance of such documents by
each party (other than ANFS and the Company, to the extent of our opinions set
forth in paragraph (ix) below) and the consummation of the transactions
contemplated thereby will not conflict with, result in a breach of any of the
terms and provisions of, constitute (with or without notice or lapse of time) a
default under or result in the creation or imposition of any lien upon any of
its properties pursuant to the terms of, (x) the charter and by-laws or similar
organizational documents of such party, (y) any indenture, contract, lease,
mortgage, deed of trust, judgment, order, decree or other instrument or
agreement to which such party is a party or by which such party is bound, or (z)
any law, order, rule or regulation applicable to such party of any federal or
state regulatory body, any court, administrative agency, or other governmental
instrumentality having jurisdiction over such party. We have also assumed
without independent investigation that (i) as to all parties (other than ANFS
and the Company, to the extent of our opinion set forth in paragraph (viii)
below) no authorization, consent or other approval of or notice to or filing
with any court, governmental authority or regulatory body is required to
authorize, or is required in connection with, the execution, delivery and
performance of such documents by such parties and that the execution, delivery
and performance of such documents by such parties will not violate any law, rule
or regulation, consent, order or decree of any governmental authority, (ii)
there has not been any fraud, duress, undue influence or material mistake of
facts and (iii) none of the Company, ANFS, the Underwriters or any other Person
will undertake a course of conduct inconsistent with the Prospectus or the
Operative Documents.
Based on the foregoing, and subject to the further
qualifications stated herein, we are of the opinion, as of the date hereof,
that:
(i) the Company (a) has been duly incorporated and is validly
existing and in good standing under the laws of the State of Delaware
and (b) has full corporate power and authority to own its properties
and conduct its business, in each case, as described in the Final
Prospectus;
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 4
(ii) the Company is duly qualified to do business and is in
good standing in each jurisdiction listed on Exhibit A-1 hereto, which
states represent all the states in which its ownership or lease of
property or the conduct of its business requires such qualification,
except such states where the failure to be so qualified and in good
standing is not reasonably likely to have a material adverse effect on
the performance of its obligations under the Operative Documents;
(iii) ANFS (a) has been duly incorporated and is validly
existing and in good standing under the laws of the State of Delaware
and (b) has corporate power and authority to own its properties and
conduct its business, in each case, as described in the Final
Prospectus;
(iv) ANFS is duly qualified to do business and is in good
standing in each jurisdiction listed on Exhibit A-2 hereto, which
states represent all the states in which its ownership or lease of
property or the conduct of its business requires such qualification,
except such states where the failure to be so qualified and in good
standing is not reasonably likely to have a material adverse effect on
the performance of its obligations under the Operative Documents;
(v) each of the direction by the Company to the Indenture
Trustee to authenticate the Notes and the direction by the Company to
the Owner Trustee to execute the Notes has been duly authorized by the
Company and, when the Notes have been duly executed and delivered by
the Owner Trustee and, when authenticated by the Indenture Trustee in
accordance with the terms of the Indenture and delivered to and paid
for by the Underwriters pursuant to the Underwriting Agreement, will be
duly and validly issued and outstanding and will be entitled to the
benefits of the Indenture;
(vi) each Operative Document to which the Company or ANFS is a
party has been duly authorized by all necessary corporate action of the
Company or ANFS, as applicable, has been duly and validly executed and
delivered by the Company or ANFS, as applicable, and each Operative
Document to which the Company or ANFS is a party other than the Trust
Agreement constitutes the legal, valid and binding agreement of the
Company or ANFS, as applicable, enforceable against the Company or
ANFS, as applicable, in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights
and remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except
that rights to indemnification and contribution thereunder may be
limited by federal or state securities laws or public policy relating
thereto;
(vii) assuming due authorization, execution and delivery of
each Operative Document by the parties thereto (other than the Company
and ANFS),
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 5
each Operative Document other than the Trust Agreement constitutes the
legal, valid and binding agreement of the Trust, enforceable against
the Trust in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith
and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except that rights to
indemnification and contribution thereunder may be limited by federal
or state securities laws or public policy relating thereto;
(viii) no Governmental Approval by any Governmental Authority
is required for (a) the execution, delivery and performance by the
Company of the Operative Documents to which it is a party, (b) the
execution, delivery and performance by ANFS of the Operative Documents
to which is a party or (c) the consummation of the transactions
contemplated by the Operative Documents by either ANFS or the Company,
except, in each case (i) such Governmental Approvals as have been
obtained and made under the Securities Act of 1933, as amended (the
"Securities Act"), (ii) such Governmental Approvals as may be required
under state securities or "blue sky" laws of any jurisdiction in
connection with the offer and sale of the Notes, as to which we express
no opinion, and (iii) such other Governmental Approvals as have already
been obtained;
(ix) the execution, delivery and performance of the Operative
Documents to which it is a party by the Company and the execution,
delivery and performance of the Operative Documents to which it is a
party by ANFS will not conflict with, or constitute a default under or
violate, or result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the Company or ANFS,
respectively pursuant to the (i) terms of the Certificate of
Incorporation or the By-Laws of either the Company or ANFS,
respectively or (ii) to the best of our knowledge and information, any
statute, rule, regulation or order of any Governmental Authority, or
any material agreement or instrument known to us to which ANFS or the
Company is a party or by which ANFS or the Company or any of their
respective properties is bound, which, in either case would have a
material adverse effect on ANFS or the Company;
(x) to the best of our knowledge, there is no litigation,
proceeding or governmental investigation pending or overtly threatened
against ANFS or the Company before any court, administrative agency or
other tribunal having jurisdiction over ANFS or the Company, (i) that
is required to be disclosed in the Registration Statement, (ii)
asserting the invalidity of any Operative Document or the Notes, (iii)
seeking to prevent the issuance of the Notes or the consummation of any
of the transactions contemplated by the Operative Documents or (iv)
which would reasonably be expected to materially and adversely affect
the performance
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 6
by the Company or ANFS of its obligations under, or the validity or
enforceability of, the Operative Documents or the Notes;
(xi) assuming that the Contracts are in substantially one of
the forms attached hereto as Exhibit B, the Contracts are "chattel
paper" as defined in the New York UCC;
(xii) the provisions of the Receivables Purchase Agreement are
effective to create a valid security interest under and as defined in
Section 1-201(37) of the New York UCC, in favor of the Company, in
ANFS' rights in the Contracts and the proceeds thereof (subject to
Section 9-306 of the New York UCC) as security for the obligations of
ANFS thereunder;
(xiii) the provisions of the Sale and Servicing Agreement are
effective to create a valid security interest under and as defined in
Section 1-201(37) of the New York UCC, in favor of the Trust, in the
Company's rights in the Contracts and the proceeds thereof (subject to
Section 9-306 of the New York UCC) as security for the obligations of
the Company thereunder;
(xiv) the provisions of the Indenture are effective to create
a valid security interest under and as defined in Section 1-201 (37) of
the New York UCC, in favor of the Indenture Trustee, in the Trust's
rights in the Contracts and the proceeds thereof (subject to Section
9-306 of the New York UCC) as security for the obligations of the Trust
thereunder;
(xv) the Trust Agreement is not required to be qualified under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act");
(xvi) the Indenture has been duly qualified under the Trust
Indenture Act;
(xvii) neither the Trust nor the Company is and, after giving
effect to the issuance and sale of the Notes and the Residual Interest
Certificate and the application of the proceeds thereof, as described
in the Final Prospectus, neither the Trust nor the Company will be, an
"investment company" as defined in the Investment Company Act of 1940,
as amended (the "Investment Company Act") or a company "controlled by"
an "investment company" within the meaning of the Investment Company
Act;
(xviii) the Registration Statement was declared effective
under the Securities Act as of October 5, 1999 and, we are not aware of
any stop order suspending the effectiveness of the Registration
Statement or any part thereof. To the best of our knowledge, no
proceedings for that purpose have been instituted or are overtly
threatened by the Commission and any required filing of the Final
Prospectus pursuant to Rule 424(b) under the Securities Act has been
made in the
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 7
manner and within the time period required by such Rule. Each of the
Registration Statement and the Final Prospectus complies as to form in
all material respects with the requirements of the Securities Act and
the rules and regulations thereunder. To our knowledge, there are no
legal or governmental proceedings pending or overtly threatened to
which the Company or any of its subsidiaries is a party or to which any
of the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement or the
Final Prospectus which are not described as required or any contracts
or other documents that are required to be described in the
Registration Statement or the Final Prospectus or to be filed or
incorporated by reference as exhibits to the Registration Statement
that are not described, filed or incorporated as required;
(xix) the statements contained in the Final Prospectus under
the captions "Summary--ERISA Considerations" and "ERISA
Considerations," insofar as such statements constitute matters of law
or legal conclusions and except to the extent qualified therein, are
correct in all material respects; and
(xx) assuming the due authorization, execution and delivery of
the Custodial Agreement by the parties thereto (other than ANFS), the
Custodial Agreement constitutes the legal, valid and binding agreement
of World Omni Financial Corp. ("WOFCO"), enforceable against WOFCO, in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at
law or in equity) and except that rights to indemnification and
contribution thereunder may be limited by federal or state securities
laws or public policy relating thereto.
We are members of the Bar of the State of New York and we do
not purport to be experts on or express any opinion herein concerning, any law
other than the laws of the State of New York, the General Corporation Law of the
State of Delaware and the federal laws of the United States of America; provided
that we give no opinion with respect to the Securities Act, the Securities
Exchange Act of 1934, as amended, the Investment Company Act, or the Trust
Indenture Act, other than to the extent set forth in paragraphs (xv) through
(xviii). With respect to any matters concerning the Delaware General Corporation
Law involved in the opinions set forth above, we draw your attention to the fact
that we are not admitted to practice law in the State of Delaware and are not
experts in the law of such jurisdiction, and that any such opinions concerning
the Delaware General Corporation Law are based upon our reasonable familiarity
with the Delaware General Corporation Law and as a result of our prior
involvement in transactions concerning such laws. Without limiting the
generality of the foregoing, we express no opinion herein as to the laws of any
other jurisdiction.
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 8
The foregoing opinions are subject to the following qualifications:
(a) In rendering the opinions expressed in paragraphs (viii) and (xv)
through (xviii) we express no opinion as to any authorization, approval or
consent which the Company or ANFS may be required to obtain as a result of the
involvement of other parties in the transactions contemplated by the Operative
Documents because of their legal or regulatory status or because of any other
facts specifically pertaining to them. Such opinions relate only to
authorizations, approvals, consents and other actions required under those
Applicable Laws.
(b) The foregoing opinions are qualified to the extent that (i) certain
of the remedies provided in the Operative Documents may be limited by or
rendered unenforceable under applicable laws and judicial decisions, but said
laws and decisions do not, in our opinion, make the remedies provided therein
inadequate as a whole for the practical realization of the benefits intended
thereby (except for the economic consequences of procedural or other delay);
(ii) no opinion is expressed as to the validity, legally binding nature or
enforceability of any provision of the Operative Documents (A) with respect to
indemnification to the extent the enforcement thereof contravenes public policy,
(B) to the extent such provision purports to confer subject matter jurisdiction
upon any federal court, (C) to the extent that any such provisions may be deemed
to cover matters under the federal or state securities laws or (D) the waiver of
inconvenient forum with respect to proceedings in any United States District
Court located in the State of New York; and (iii) no opinion is expressed as to
(A) clauses relating to severability or similar clauses, (B) any clause stating
that rights and remedies of any party are cumulative and may be enforced in
addition to any other right or remedy and that the election of a particular
remedy does not preclude recourse to one or more remedies, (C) compliance with,
or any governmental filing, approval, authorization, license or consent required
by, any state securities law, any state or federal taxation law, or any local,
regional or municipal laws, rules or ordinances, (D) any law (1) the violation
of which would not have a material adverse effect on the ability of any party to
perform its obligations under the Operative Documents or (2) to which any such
party may be subject as a result of any other Person's (rather than of another
such party's) legal or regulatory status or any such other Person's involvement
in the transactions contemplated by the Operative Documents, (E) ERISA, whether
any particular purchaser of the Notes will or will not be treated as an
"employee benefit plan" as defined under ERISA, or a "plan", as defined under
the Code or will or will not be treated as investing plan assets and (F) whether
the issuance of the Notes or the holding of any Notes by any particular
purchaser constitutes a violation of the prohibited transaction rules of ERISA
or the Code for which no statutory exception or administrative exemption
applies.
(c) Our opinions in paragraph (i)(a), (ii), (iii)(a) and (iv) are based
solely upon certificates of good standing issued by the Secretary of State of
the relevant jurisdiction.
(d) our opinion in paragraph (x) is based solely upon an officer's
certificate of each of ANFS and the Company.
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 9
(e) Our opinions in paragraphs (vi), (vii) and (xx) are limited in that
we express no opinion as to the enforceability of any provision in the Operative
Documents which (A) provides for the compounding of interest, (B) restricts
access to legal or equitable remedies, (C) purports to establish evidentiary
standards, (D) purports to appoint any Person as the attorney-in-fact of any
other Person, (E) provides for service of process by service upon a designated
third party, (F) provides that any of the Operative Documents may only be
amended, modified or waived in writing, (G) states that all rights or remedies
of any party are cumulative and may be enforced in addition to any other right
or remedy and that the election of a particular remedy does not preclude
recourse to one or more remedies, (H) provides that the failure to exercise or
the delay in exercising rights or remedies will not operate as a waiver of any
such rights or remedies, (I) waives rights or remedies which, as a matter of
law, cannot be waived, (J) provides for set-off unless there is mutuality
between the parties, (K) provides that the applicable Operative Document is to
be governed by or construed in accordance with the laws of any jurisdiction,
other than the enforceability against the Company and ANFS of the choice of New
York law in the Operative Documents if such question were determined by a court
of the State of New York applying New York law in a properly presented and
decided case, (L) imposes penalties or forfeitures, (M) requires payment of
attorneys' fees, except to the extent such fees are reasonable or (N) provides
that liability under the applicable Operative Document shall not be affected by
actions or failures to act on the part of the party seeking to impose such
liability, any other secured party or any agent, delegate or successor of any of
the foregoing.
(f) We express no opinion as to (i) the creation, perfection or
priority of any security interest in any collateral (except the opinions which
we expressed relating to creation of a security interest in paragraphs (xii)
through (xiv)), (ii) the existence of, rights in (except the opinions which we
expressed relating to creation of a security interest in paragraphs (xii)
through (xiv)), or title to, any collateral or (iii) the accuracy of the factual
description of any collateral.
(g) We have assumed that the Contracts exist and that each of ANFS, the
Company and the Trust has sufficient rights in the Contracts and the proceeds
thereof for the security interest of each of the Company, the Trust and the
Indenture Trustee, to attach, and we express no opinion as to the nature or
extent of ANFS's, the Company's or the Trust's rights in, or title to, any of
the Contracts or the proceeds thereof.
(h) Our opinions above are limited to the extent that Section 552 of
the Federal Bankruptcy Code limits the extent to which property acquired by the
debtor after the commencement of a case under the Federal Bankruptcy Code may be
subject to a security interest arising from a security agreement entered into by
the debtor before the commencement of the case.
(i) Our opinions set forth in paragraphs (xii) through (xiv) are above
are limited to Article 9 of the New York UCC, and therefore such opinions do not
address (i) laws of jurisdictions other than New York, (ii) laws of the State of
New York except for
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 10
Article 9 of the New York UCC, (iii) collateral of a type not subject to Article
9 of the New York UCC, (iv) transactions excluded from Article 9 of the New York
UCC by Section 9-104 thereof and (v) the question of which law governs the
perfection of security interests granted in the collateral covered by this
opinion letter.
(j) We note that security interests referenced in paragraphs (xii)
through (xiv) may be subject to the claims and defenses of account debtors.
(k) The qualification of any opinion herein by the use of the words "to
the best of our knowledge" or "known to us" means that during the course of our
representation of the Company and ANFS in connection with the transactions
contemplated by the Operative Documents, no information has come to the
attention of the attorneys in this firm involved in such transaction which would
give such attorneys actual knowledge of the existence of the documents or facts
so qualified. Except as specifically and expressly set forth herein, we have not
undertaken any investigation to determine the existence of such documents or
facts, and no inference as to our knowledge thereof shall be drawn from the fact
of our representation of any party or otherwise.
(l) We assume that none of the Company, ANFS or any other Person will
undertake a course of conduct inconsistent with the Registration Statement, the
Final Prospectus and the Operative Documents.
(m) Our opinion set forth in paragraph (xix), to the extent it relates
to federal law is based on current provisions of the Employee Retirement Income
Security Act of 1974, as amended, the Department of Labor Regulations
promulgated thereunder, the Internal Revenue Code of 1986, the Treasury
Regulations promulgated thereunder, published pronouncements of the Department
of Labor and Internal Revenue Service, and case law. Any rules set forth in any
of the foregoing authorities may be changed at any time with retroactive effect.
Further, you should be aware that opinions of counsel are not binding on the
Department of Labor, the Internal Revenue Service or the courts. We express no
opinion either as to any matters not specifically covered by such opinion or as
to the effect on the matters covered by this opinion of the laws of any other
jurisdictions.
The opinion, expressed herein shall be effective only as of
the date of this opinion letter. We do not assume responsibility for updating
this opinion letter as of any date subsequent to the date of this opinion
letter, and assume no responsibility for advising you of any changes in the
legal authorities or in the facts with respect to any matters described in this
opinion letter that may occur subsequent to the date of this opinion letter or
of the discovery subsequent to the date of this opinion letter of information
not previously known to us pertaining to the events occurring prior to the date
of this opinion letter or the discovery of an inaccuracy in any of the
representations or warranties upon which we have relied in rendering this
opinion.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. These opinions may
not be used or
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 11
relied upon by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
<PAGE>
SCHEDULE A
List of Addressees
------------------
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
The Chase Manhattan Bank,
as Indenture Trustee
450 West 33rd Street
14th Floor
New York, New York 10001
ANRC Auto Owner Trust 1999-A
c/o The Bank of New York (Delaware)
White Clay Center
Route 273
Newark, Delaware 19711
Chase Securities Inc.
270 Park Aveune
7th Floor
New York, New York 10017
First Union Securities, Inc.
301 South College Street
Charlotte, NC 28288
Banc One Capital Markets, Inc.
One First National Plaza
Suite 0596
Chicago, Illinois 60670
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
<PAGE>
The Parties Listed on Schedule A Hereto
October 22, 1999
Page 13
AutoNation Receivables Corporation
200 South Andrews Avenue
Fort Lauderdale, Florida 33301
AutoNation Financial Services Corp.
200 South Andrews Avenue
Fort Lauderdale, Florida 33301
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Standard & Poor's
55 Water Street
New York, New York 10041
<PAGE>
Exhibit A-1
As of the date of this opinion ANFS is qualified to do
business as a foreign corporation in Florida.
<PAGE>
Exhibit A-2
As of the date of this opinion ANFS is qualified to do
business as a foreign corporation in the following states:
Alabama
Arizona
California
Colorado
Florida
Georgia
Illinois
Iowa
Maryland
Michigan
Nevada
New Jersey
North Carolina
Ohio
Oklahoma
South Carolina
Tennessee
Texas
Virginia
Washington
<PAGE>
Exhibit B
Forms of Contracts
------------------
<PAGE>
[Letterhead of Richards, Layton & Finger]
October 22, 1999
To The Persons Listed On
Schedule A Attached Hereto
Re: ANRC Auto Owner Trust 1999-A
----------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel to ANRC Auto Owner
Trust 1999-A, a Delaware business trust (the "Trust"), in connection with the
transactions contemplated by the Trust Agreement, dated as of October 1, 1999,
as amended and restated by the Amended and Restated Owner Trust Agreement, dated
as of October 1, 1999 (collectively the "Trust Agreement") between The Bank of
New York (Delaware), a Delaware banking corporation (the "Trustee"), and
Autonation Receivables Corporation, a Delaware corporation (the "Depositor").
This opinion is being delivered pursuant section 6(k) of the Underwriting
Agreement. Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in, or by reference in, the Trust Agreement,
except that reference herein to any document shall mean such document as in
effect on the date hereof.
We have examined originals or copies of the following
documents:
(a) The Trust Agreement;
(b) The Indenture;
<PAGE>
To The Persons Listed On
Schedule A Attached Hereto
October 22, 1999
Page 2
(c) The Administration Agreement;
(d) The Sale and Servicing Agreement;
(e) The Depository Agreement;
(f) The Securities Account Control Agreement;
(g) The Insurance Agreement; (the documents described in
(b) through (g) are collectively referred to as the
"Basic Documents");
(h) A certified copy of the certificate of trust (the
"Certificate of Trust") of the Trust which was filed
with the Secretary of State of the State of Delaware
(the "Secretary of State") on October 19, 1999;
(i) Certified results of a lien search, dated October 21,
1999, conducted by the Office of the Secretary of
State listing all currently effective financing
statements filed as of October 12, 1999, at 11:59
p.m., naming the Trust as debtor (the "Search
Results");
(j) A copy of the financing statement on form UCC-1
naming the Trust as debtor and the Indenture Trustee
as secured party (the "Financing Statement") to be
filed with the Secretary of State; and
(k) A Certificate of Good Standing for the Trust dated
October 21, 1999, obtained from the Secretary of
State.
We have not reviewed any documents other than the foregoing documents for
purposes of rendering our opinions as expressed herein, and we have assumed that
there exists no provision of any such other document that bears upon or is
inconsistent with our opinions as expressed herein. We have conducted no
independent factual investigation of our own but have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
<PAGE>
To The Persons Listed On
Schedule A Attached Hereto
October 22, 1999
Page 3
Based upon the foregoing and upon an examination of such
questions of law as we have deemed necessary or appropriate, and subject to the
assumptions, exceptions and qualifications set forth herein, we advise you that,
in our opinion:
1. The Trust has been duly formed and is validly existing as a
business trust under Delaware Business Trust Act, 12 Del. C. ss. 3801, et seq.
(the "Act").
2. The Trust has the power and authority under the Trust
Agreement and the Act, and the Trust Agreement authorizes the Trustee, to
execute, deliver and perform its obligations under the Basic Documents.
3. The Trust Agreement is a legal, valid and binding
obligation of the Depositor and the Trustee, enforceable against the Depositor
and the Trustee, in
accordance with its terms.
4. To the extent that Article 9 of the Uniform Commercial Code
as in effect in the State of Delaware (the "UCC") is applicable (without regard
to conflicts of laws principles), and assuming that the security interest
created by the Indenture in the Collateral has been duly created and has
attached, upon the filing of the Financing Statement with the Secretary of State
the Indenture Trustee will have a perfected security interest in the Trust's
rights in that portion of the Collateral described in the Financing Statement
that constitutes "chattel paper," "general intangibles" or "accounts" (as such
terms are defined in the UCC) and the proceeds thereof; and such security
interest will be prior to any other security interest granted by the Trust that
is perfected solely by the filing of financing statements under the UCC,
excluding purchase money security interests under Section 9-312 of the UCC and
temporarily perfected security interests in proceeds under Section 9-306 of the
UCC.
5. No refiling or other action is necessary under the UCC in
order to maintain the perfection of such security interest except for the filing
of continuation statements at five year intervals.
6. The Contracts in the forms of Exhibit B attached hereto are
"chattel paper" as defined in the UCC.
7. Under Section 3805(b) of the Act, no creditor of any
Holder (including
<PAGE>
To The Persons Listed On
Schedule A Attached Hereto
October 22, 1999
Page 4
the Depositor in its capacity as a Holder) shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with respect
to, the property of the Trust except in accordance with the terms of the Trust
Agreement.
8. Assuming that the Notes will be characterized as debt and
the Trust will not be classified as an association (or publicly traded
partnership) taxable as a corporation under the Internal Revenue Code of 1986,
as amended, then for Delaware state income tax purposes, (A) the Notes will be
characterized as debt and (B) the Trust will not be classified as an association
(or publicly traded partnership) taxable as a corporation.
The foregoing opinions are subject to the following
exceptions, qualifications and assumptions:
A. We are admitted to practice law in the State of Delaware
and we do not hold ourselves out as being experts on the law of any other
jurisdiction. The foregoing opinions are limited to the laws of the State of
Delaware currently in effect. We express no opinion with respect to (i) federal
laws, including without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as
amended, and the Investment Company Act of 1940, as amended, (ii) state
securities or blue sky laws or (iii) laws relating to the particular nature of
the Trust assets.
B. We have assumed (i) except to the extent provided in
paragraph 1 above, the valid existence of each party to the documents examined
by us under the laws of the jurisdiction governing its organization, (ii) except
to the extent provided in paragraph 2 above, that each party has the power and
authority to execute and deliver, and to perform its obligations under, the
documents examined by us, (iii) the legal capacity of natural persons who are
signatories to the documents examined by us, (iv) except to the extent provided
in paragraph 2 above, that each party has duly authorized, executed and
delivered the documents examined by us, (v) that the Trust Agreement constitutes
the entire agreement among the parties thereto with respect to the subject
matter thereof, including, without limitation, the creation, operation and
termination of the Trust, and that the Trust Agreement and the Certificate of
Trust are in full force and effect and have not been amended, (vi) that the
execution, delivery and performance of the documents examined by us by each of
the parties thereto does not and will not violate or require any consent or
approval of, the withholding of objection on the part of, the
<PAGE>
To The Persons Listed On
Schedule A Attached Hereto
October 22, 1999
Page 5
giving of notice to, the filing, registration or qualification with, or the
taking of any other action under, any agreement, indenture or instrument to
which it is a party or by which it is bound or any provision of any law, rule,
regulation, judgment, order, writ, injunction or decree of any court or
governmental authority applicable to it or any of its property, and (vii) that
the Trust derives no income from or connected with sources within the State of
Delaware and has no assets, activities (other than having a trustee and the
filing of documents with the Secretary of State) or employees in the State of
Delaware.
C. The foregoing opinions regarding enforceability and the
opinion in paragraph 7 above are subject to (i) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, fraudulent transfer and
similar laws relating to and affecting the rights and remedies of creditors
generally, (ii) principles of equity, including applicable law relating to
fiduciary duties (regardless of whether considered and applied in a proceeding
in equity or at law), and (iii) applicable public policy with respect to the
enforceability of provisions relating to indemnification or contribution.
D. We have assumed that all signatures on documents examined
by us are genuine, that all documents submitted to us as originals are
authentic, and that all documents submitted to us as copies conform with the
originals, which facts we have not independently verified.
E. Except to the extent set forth in paragraphs 4 and 5 above,
we express no opinion as to the creation, attachment, perfection or priority of
any mortgage or security interest or the nature or validity of title to any
property.
F. With respect to the opinions expressed in paragraphs 4 and
5 above, we have assumed that the Trust's sole place of business or chief
executive office is located in the State of Delaware. Further, we note that the
effectiveness of the Financing Statement will terminate (i) unless appropriate
continuation statements are filed within the period of six months prior to the
expiration of five year anniversary dates from the date of the original filing
of the Financing Statement, (ii) if the debtor changes its name, identity or
corporate structure, unless new appropriate financing statements or amendments
indicating the new name, identity or corporate structure of the debtor are
properly filed before the expiration of four months after the debtor changes its
name, identity or corporate structure, (iii) four months after the debtor
changes its place of business or chief executive office to a jurisdiction
outside the State, unless such security interest is perfected in such new
jurisdiction within such time, (iv) if the mailing address
<PAGE>
To The Persons Listed On
Schedule A Attached Hereto
October 22, 1999
Page 6
of the debtor as shown on the Financing Statement ceases to be a mailing address
of the debtor, unless new appropriate financing statements or amendments
indicating a new mailing address of the debtor are properly filed upon the
effectiveness of such change in mailing address, and (v) if the secured party
changes its name or the address of the secured party as shown on the Financing
Statement ceases to be an address from which information concerning the secured
party's security interest can be obtained, unless new appropriate financing
statements or amendments indicating the new name or address of the secured party
from which information concerning the secured party's security interest can be
obtained, as the case may be, are properly filed upon the effectiveness of such
change in name or address.
G. We do not express any opinion as to the perfection or
priority of any security interest in any portion of the Collateral that does not
constitute "chattel paper," "general intangibles" or "accounts" (as such terms
are defined in the UCC). Further, we do not express any opinion as to the
perfection of any security interest in (i) Collateral acquired by the Trust
after the date hereof or (ii) proceeds except for identifiable proceeds,
subject, however, to the limitations of Section 9-306 of the UCC.
H. We have assumed the accuracy of the Search Results and that
no financing statement, amendment or termination, other than the Financing
Statement, listing the Trust as debtor and describing any portion of the
Collateral has been or will be filed with the Secretary of State since the date
and time of the Search Results and prior to the filing of the Financing
Statement.
I. We have not participated in the preparation of any offering
materials with respect to the Notes and assume no responsibility for their
contents.
This opinion may be relied upon by you in connection with the
matters set forth herein. Without our prior written consent, this opinion may
not be relied upon by or furnished to any other person or entity for any
purpose.
Very truly yours,
/s/ Richards, Layton & Finger
EAM/wrm
<PAGE>
SCHEDULE A
----------
Chase Securities Inc., as Representative of the several Underwriters
The Bank of New York (Delaware)
The Chase Manhattan Bank
MBIA Insurance Corporation
Moody's Investors Service, Inc.
Standard & Poor's Corporation
<PAGE>
[Letterhead of Weil, Gotshal & Manges, LLP]
October 22, 1999
To the Parties Listed On Schedule I hereto
Re: ANRC Auto Owner Trust 1999-A Asset-Backed Notes
-----------------------------------------------
Ladies and Gentlemen:
We have acted as federal tax counsel to ANRC Auto Owner Trust
1999-A (the "Trust") in connection with the preparation of the Prospectus
Supplement, dated October 14, 1999 (the "Prospectus Supplement" and, together
with the related prospectus, the "Prospectus"), and the issuance by the Trust of
the Class A-1, Class A-2, Class A-3 and Class A-4 Asset-Backed Notes (the
"Notes") as described in the Prospectus Supplement. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Prospectus Supplement.
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Prospectus, (ii) the
Notes, (iii) the Indenture, dated as of October 1, 1999, between the Trust and
The Chase Manhattan Bank, as Indenture Trustee (the "Trustee"), (iv) the
Insurance Agreement, dated as of October 1, 1999, among MBIA Insurance
Corporation (the "Insurer"), AutoNation Financial Services Corp. ("FS"),
AutoNation Receivables Corporation ("AutoNation"), the Trustee, The Bank of New
York (Delaware), as owner trustee (the "Owner Trustee") and the Trust, (v) the
Amended and Restated Owner Trust Agreement, dated as of October 1, 1999, between
AutoNation and the Owner Trustee, (vi) the Sale and Servicing Agreement, dated
as of October 1, 1999, by and among the Trust, AutoNation, FS and the Trustee,
(vii) the Receivables Purchase Agreement, dated as of October 1, 1999, between
FS and Autonation, and (viii) such corporate records, agreements, documents and
other instruments (the aforementioned documents together, the "Documents"), and
have made such inquiries of such officers and representatives of the Company and
such other persons, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth. In such examination, we have assumed, without
investigation, 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, the authenticity of the
<PAGE>
October 22, 1999
Page 2
originals of such latter documents, the genuineness of all signatures, and the
correctness of all representations made therein or otherwise made to us. (The
terms of the Documents are incorporated herein by reference.) We have further
assumed that there are no agreements or understandings between or among the
parties to the Documents with respect to the transactions contemplated therein
other than those contained in the Documents.
Based on the foregoing, subject to the next paragraph and
assuming full compliance with all the terms of the Documents, it is our opinion
that, although there is no authority directly relating to the proper
characterization for federal income tax purposes of securities having terms
similar to the Notes or to an entity similar to the Trust, for federal income
tax purposes (i) the Notes (other than Notes held by the Insurer or any of its
affiliates) will be characterized as indebtedness, (ii) the Trust will not be
characterized as an association or publicly traded partnership taxable as a
corporation and (iii) the statements set forth in the Prospectus under the
headings "Summary - Tax Status" and "Material Federal Income Tax Consequences,"
insofar as such statements constitute matters of law or legal conclusions and
except to the extent qualified therein and herein, are correct in all material
respects.
The foregoing opinion, to the extent it relates to federal
law, is based on current provisions of the Internal Revenue Code of 1986, as
amended, the Treasury Regulations promulgated thereunder, published
pronouncements of the Internal Revenue Service, and case law. Any rules set
forth in any of the foregoing authorities may be changed at any time with
retroactive effect. Further you should be aware that opinions of counsel are not
binding on the Internal Revenue Service or the courts. We express no opinion
either as to any matters not specifically covered by the foregoing opinion or as
to the effect on the matters covered by this opinion of the laws of any other
jurisdictions. Additionally, we undertake no obligation to update this opinion
in the event there is either a change in the legal authorities, in the facts,
including the taking of any action by any party to any of the transactions
described in the Documents pursuant to an opinion of counsel as required by any
of the Documents relating to such transactions, or in the Documents on which
this opinion is based, or an inaccuracy in any of the representations or
warranties upon which we have relied in rendering this opinion.
This opinion is being delivered solely to the addressees
hereof and, except for the reference to our firm and this opinion in the
Prospectus under "Summary - Tax Status" and "Material Federal Income Tax
Consequences," may not otherwise be relied upon by, disclosed, quoted or
referred to, any other person.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
<PAGE>
October 22, 1999
Page 3
Chase Securities Inc.
as Representative of the Several Underwriters
270 Park Avenue, 7th Floor
New York, New York 10017
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Standard & Poor's Corporation
25 Broadway
New York, New York 10004
The Chase Manhattan Bank
as Indenture Trustee
450 West 33rd Street
14th Floor
New York, New York 10001
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
