<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BROWN & WOOD LLP]
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
--------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Pooled Auto Securities Shelf LLC, a Delaware
limited liability company (the "Company"), in connection with the preparation of
the registration statement No. 333-45546 on Form S-3 (the "Registration
Statement") relating to the issuance from time to time in one or more series
(each, a "Series") of up to $1,000,000,000 aggregate principal amount of
asset-backed securities (the "Securities"). The Securities may be issued in the
form of Asset-Backed Notes (the "Notes") or Asset-Backed Certificates (the
"Certificates"). The Registration Statement has been filed with the Securities
and Exchange Commission (the "Commission") under the 1933 Act. As set forth in
the Registration Statement, each Series of Securities will be issued by a
separate trust to be formed by the Company (each, a "Trust") under and pursuant
to the conditions of a separate pooling and servicing agreement, trust agreement
or indenture (each, an "Agreement"), each to be identified in the prospectus
supplement for such Series of Securities.
We have examined copies of the Company's Certificate of Formation, the
Company's Limited Liability Company Agreement, the form of each Agreement filed
as an exhibit to the Registration Statement, the forms of Securities included in
the Agreements so filed, and such other agreements, records and documents as we
have deemed necessary for purposes of this opinion. As to factual matters, we
have relied upon statements, certificates and other assurances of public
officials and of officers or other representatives of the Company and upon such
other certificates or representations as we deemed appropriate for purposes of
our opinion, which factual matters have not been independently established or
verified by us. We have assumed, without independent verification, the
genuineness of all signatures, the accuracy of the representations contained in
the reviewed documents, the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies.
<PAGE>
Based upon such examinations and our consideration of such questions of law
as we have deemed relevant in the circumstances, and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that when
the Securities of a Series have been duly executed, authenticated and delivered
in accordance with the terms of the related Agreements and issued and delivered
against payment therefor as described in the Registration Statement, the
Certificates of such Series will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of the
related Agreement, and the Notes of such Series will be valid and legally
binding obligations of the related Trust, subject to bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and to general principles of equity (regardless of whether enforceability is
sought in a proceeding in equity or at law).
In rendering the foregoing opinions, we express no opinion as to the laws of
any jurisdiction other than the laws of the State of New York (excluding choice
of law principles therein) and the federal laws of the United States of America.
We note that the Registration Statement provides that a Trust may be organized
as a business trust under Delaware law, and that the form of trust agreement
included as Exhibit 4.2 provides that it shall be governed by Delaware law.
Accordingly, we express no opinion herein regarding the Certificates to the
extent issued by a Delaware business trust pursuant to such a trust agreement.
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 forming a part of the Registration Statement,
without admitting that we are "experts" within the meaning of the 1933 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,
/s/ Brown & Wood LLP
2
