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Exhibit 5.1
July 8, 2000
Dealer Auto Receivables Corp., as Depositor
230 West Monroe Street
Chicago, Illinois 60606
Re: Asset-Backed Notes and Asset-Backed Certificates
Registration Statement on Form S-3 (Registration No. 333-32802)
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Ladies and Gentlemen:
We have acted as special counsel to Dealer Auto Receivables Corp. (the
"COMPANY"), as depositor of the trusts (each, a "TRUST") to be created to issue
asset-backed notes (the "NOTES") and asset-backed certificates (the
"CERTIFICATES", and together with the Notes, the "SECURITIES"), in connection
with the filing of the Registration Statement on Form S-3 (Registration No.
333-32802) (such registration statement, together with the exhibits and any
amendments thereto, the "REGISTRATION STATEMENT"), registering the Notes and
Certificates. The Registration Statement has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"SECURITIES ACT"). As described in the Registration Statement, the Notes and
Certificates will be issued under and pursuant to the terms of one or more
Pooling and Servicing Agreements, Sale and Servicing Agreements, Trust
Agreements and Indentures (collectively, the "AGREEMENTS" and each,
individually, an "AGREEMENT"). Capitalized terms used but not defined herein
have the meanings given to them in the Registration Statement.
This opinion letter is being delivered to you pursuant to the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We are familiar with the proceedings to date with respect to the
proposed issuance and delivery of the Securities and have examined copies of the
Certificate of Incorporation and by-laws of the Company, the Registration
Statement and the prospectus and prospectus supplements included therein, the
form of each Agreement and such other documents, records
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and questions of law, and satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion letter.
In our examination, we have assumed 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 and the
authenticity of the originals of such latter documents. In making our
examination of documents that will be executed in connection with the issuance
of the Securities, we have assumed that the parties to such documents will have
at the time of execution of such documents, the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
of such documents. As to any facts material to the opinions expressed herein
which we did not independently establish or verify, we have relied upon oral and
written statements and representations of officers and other representatives of
the Company and others. In addition, we have also relied upon the accuracy and
completeness of all certificates and other statements, representations,
documents, records, financial statements and papers reviewed by us, and the
accuracy and completeness of all representations, warranties, schedules and
exhibits contained in such documents, with respect to the factual matters set
forth therein.
Based on the foregoing, we are of the opinion that when (i) the
Registration Statement, as finally pre-effectively amended, has become effective
under the Securities Act, (ii) the terms, price and interest rate of the
Securities have been duly approved by Board of Directors, (iii) the applicable
Agreements relating to such Securities have been duly executed and delivered by
the parties thereto in substantially the forms filed as exhibits to the
Registration Statement, (iv) with respect to each Trust which will issue the
Securities, the Certificate of Trust for such Trust has been duly executed and
filed by the Owner Trustee with the Secretary of State of the State of Delaware,
(v) the Indenture pursuant to which the Notes will be issued has been qualified
under the Trust Indenture Act of 1939, as amended, (vi) the purchasers of the
Securities shall have paid the purchase price therefor and the Securities have
been duly executed and authenticated in accordance with the applicable
Agreements pertaining to them, the Securities will be legally issued, fully paid
and non-assessable and will be legally valid and binding obligations of the
issuing Trust as issuer of such Securities enforceable in accordance with their
terms, and entitled to the benefits of the applicable Agreements (subject to the
effect of bankruptcy, fraudulent conveyance or transfer, insolvency,
reorganization, arrangement, liquidation, conservatorship and moratorium laws
and subject to the limitations imposed by other laws and judicial decisions
relating to or affecting the rights of creditors generally, to general
principles of equity, regardless of whether enforcement is considered in
proceedings in equity or at law, and to an implied covenant of good faith and
fair dealing).
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states to the offering of the
Securities.
This opinion letter is limited to the laws of the United States of
America and the States of Illinois, New York and Delaware, and we express no
opinion with respect to the laws of any other state or jurisdiction.
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We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement. In giving such consent, we do not
concede that we are experts within the meaning of the Securities Act or the
rules and regulations thereunder or that this consent is required by Section 7
of the Securities Act.
Very truly yours,
/s/ Winston & Strawn
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