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Exhibit 5.1
[Brown & Wood LLP Letterhead]
July 11, 2000
Pooled Auto Securities Shelf LLC
One First Union Center, TW-9
Charlotte, North Carolina 28288
Re: Pooled Auto Securities Shelf LLC
Registration Statement On Form S-3
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Ladies and Gentlemen:
We have acted as special counsel for Pooled Auto Securities Shelf LLC,
a Delaware limited liability company (the "Depositor"), in connection with the
filing by Depositor of a registration statement on Form S-3 (such registration
statement, together with the exhibits and amendments thereto, the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), for the registration under
the Act of one or more series of Asset Backed Securities to be registered
pursuant to the Registration Statement (the "Securities"), as set forth in the
Registration Statement, the Notes and/or the Certificates will be issued from
time to time in series, with each series to be issued by a trust (each, a
"Trust") between the Depositor and an Owner Trustee or a Pooling and Servicing
Agreement among the Depositor, the Servicer and the Trustee (each a "Pooling and
Servicing Agreement"). With respect to each series, the Certificates will be
issued pursuant to a Trust Agreement or a Pooling and Servicing Agreement, the
Notes will be issued pursuant to an Indenture (each an "Indenture") between the
related Trust and an Indenture Trustee. The Certificates and Notes will be sold
from time to time pursuant to certain underwriting Agreements (the "Underwriting
Agreements") between the Depositor and various Underwriters named therein.
We have examined and relied upon the Registration Statement and, in
each case as filed with the Registration Statement, the form of Sale and
Servicing Agreement among a Trust, the Depositor and the Servicer, the form of
Indenture (including the forms of Notes included as exhibits thereto), the form
of Trust Agreement or Pooling and Servicing Agreement (including the forms of
Certificates included as an exhibit thereto and, with respect to the Trust
Agreement, the form of Certificate of Trust to be filed pursuant to the Delaware
Business Trust Act) and the form of the Underwriting Agreement relating to the
Notes and the Certificates (collectively, the "Operative Documents"). In
addition, we have examined and considered executed originals or counterparts, or
certified or other copies of such certificates, instruments, documents and other
corporate records of the Depositor and matters of fact and law as we have deemed
necessary for
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the purposes of the opinion expressed below. Capitalized terms not otherwise
defined herein have the meanings assigned to them in the Registration Statement.
In our examination we have assumed 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 documents. As
to any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Depositor and
others.
Based on and subject to the foregoing, we are of the opinion that, with
respect to the Notes and/or Certificates of any series, when (i) the applicable
Operative Documents relating to such series have each been duly completed,
executed and delivered by the parties thereto substantially in the form filed as
an exhibit to the Registration Statement, (ii) with respect to each Trust formed
pursuant to a Trust Agreement, the Certificate of Trust for the related trust
has been duly executed by the Owner Trustee and filed with the Secretary of
State of the State of Delaware, (iii) such Notes and/or Certificates have been
duly executed by the related Trust and authenticated by the Owner Trustee, the
Indenture Trustee or Trustee, as applicable, and sold by the Depositor, all in
accordance with the terms and conditions of the related Operative Documents and
in the manner described in the Registration Statement, such Notes and/or
Certificates when sold will have been legally issued, fully paid and
nonassessable and such Notes when sold will be valid and binding obligations of
the applicable Trust, enforceable in accordance with their respective terms.
With respect to enforcement, the above opinion is qualified to the
extent that enforcement of the Notes may be limited by bankruptcy, insolvency or
other laws of general applicability relating to or affecting enforcement of
creditors' rights or by general equity principles.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Opinions" in the prospectus and the accompanying prospectus supplements
forming a part of the Registration Statement, without admitting that we are
"experts" within the meaning of the Act or the Rules and Regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
Brown & Wood LLP
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