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Exhibit 5.1
June 20, 2000
Volkswagen Dealer Finance, LLC
3800 Hamlin Road
Auburn Hills, Michigan 48326
Re: Volkswagen Dealer Finance, LLC
Registration Statement on Form S-3 (No. 333-34266)
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Ladies and Gentlemen:
We have acted as special counsel for Volkswagen Dealer Finance LLC, a
Delaware limited liability company (the "Company"), in connection with the
preparation of the Registration Statement on Form S-3, File No. 333-34266
(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 Volkswagen Credit Auto Master Owner Trust Dealer Loan Backed Notes,
Series 2000-1 (the "Notes").
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Notes, and in order to express our opinion
hereinafter stated we have examined and relied upon the Registration Statement
and, in each case as filed with the Registration Statement, the forms of Trust
Sale and Servicing Agreement, Trust Agreement, Receivables Purchase Agreement,
Indenture, Series 2000-1 Supplement, Administrative Agreement and Notes (the
"Operative Documents"). Terms used herein without definition have the meanings
given to such terms in the Registration Statement. We have also examined such
statutes, corporate records and other instruments as we have deemed necessary
for the purposes of this opinion.
Based on and subject to the foregoing, we are of the opinion that, with
respect to the Notes, when: (a) the Registration Statement becomes effective
pursuant to the provisions of the Act, (b) the amount, price, interest rate and
other principal terms of the Notes have been fixed by
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or pursuant to authorization of the Board of Managers of the Company, (c) the
Operative Documents have each been duly completed, authorized, executed and
delivered by the parties thereto substantially in the form filed as an exhibit
to the Registration Statement reflecting the terms established as described
above, (d) the Indenture (including the Series 2000-1 Supplement) has been duly
qualified under the Trust Indenture Act of 1939, as amended, (e) the Notes have
been duly executed and issued by the related Trust and authenticated by the
Indenture, and sold by the Company, and (f) payment of the agreed consideration
for the Notes shall have been received by the Trust, all in accordance with the
terms and conditions of the related Operative Documents and the Underwriting
Agreement in the manner described in the Registration Statement, such 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 as an exhibit to the Registration Statement and to the use
of our name therein.
Very truly yours,
MAYER, BROWN & PLATT
