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Exhibit 5.2
October 18, 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 (FILE NO. 333-45546)
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Pooled Auto Securities Shelf
LLC (the "Registrant") in connection with the Registration Statement on Form S-3
(File No. 333-45546) (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 up to $1,000,000,000.00 aggregate
principal amount of Asset Backed Certificates (the "Securities"). Each series of
such Securities may be issued pursuant to a trust agreement (the "Trust
Agreement") among a trustee named in the related prospectus supplement, the
Registrant and another entity named in such prospectus supplement. This opinion
is being delivered to you at your request.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The form of Trust Agreement (including the form of Certificate of
Trust attached thereto (the "Certificate")); and
(b) A draft of the Registration Statement (excluding the exhibits
thereto).
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Pooled Auto Securities Shelf LLC
October 18, 2000
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Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather 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.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement
will constitute the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of the Trust, and the Certificate will be duly filed with the
Office of the Secretary of State of the State of Delaware and will be in full
force and effect, (ii) the due creation or due organization or due formation, as
the case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing its
creation, organization or formation, (iii) the legal capacity of natural persons
who are parties to the documents examined by us, and (iv) that each of the
parties to the documents examined by us has the power and authority to execute
and deliver, and to perform its obligations under, such documents. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. When each Trust Agreement in respect of which we have participated as
your counsel has been duly authorized by all necessary corporate action and has
been duly executed
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Pooled Auto Securities Shelf LLC
October 18, 2000
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and delivered, it will constitute a valid and binding obligation of the
Registrant enforceable in accordance with its terms; and
2. When the issuance, execution and delivery of the Securities in respect
of which we have participated as your counsel have been duly authorized by all
necessary corporate action, and when such Securities have been duly executed and
delivered and sold as described in the Registration Statement, such Securities
will be legally and validly issued and the holders of such Securities will be
entitled to the benefits provided by the Trust Agreement pursuant to which such
Securities were issued.
The foregoing opinions regarding enforceability are subject to (i)
applicable bankruptcy, insolvency, moratorium, reorganization, receivership,
fraudulent conveyance and similar laws relating to or affecting the rights and
remedies of creditors generally, (ii) principles of equity, including applicable
law with respect to fiduciary duties (regardless of whether considered and
applied in a proceeding in equity or at law) and (iii) the effect of applicable
public policy on the enforceability of provisions relating to indemnification or
contribution.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Opinions" in the Prospectus forming a part of the Registration Statement.
In giving the foregoing consents, we do not thereby admit that we come within
the category of Persons whose consent is required under Section 7 of the Act, or
the rules and regulations of the Securities and Exchange Commission thereunder
with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Richards, Layton & Finger
DKD
