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[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
December 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 (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 of Trust")); and
(b) A draft of the Registration Statement.
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Pooled Auto Securities Shelf LLC
December 11, 2000
Page 2
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, which we believe are all the documents
reasonably necessary for us to have considered for purposes of rendering the
opinions stated herein, 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. 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 completed, executed and delivered, it will constitute
a legal, valid and binding obligation of the Registrant enforceable in
accordance with its terms; and
2. With respect to the Securities to be issued by a Delaware trust pursuant
to a Trust Agreement, when (i) the final terms of such Securities have been duly
established, (ii) the documents relating to the issuance of such Securities have
each been duly completed, 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, (iii) the Certificate of
Trust for the related Delaware trust has been duly executed by the owner trustee
and filed with the Office of the Secretary of State of the State of Delaware,
and (iv) such Securities have been duly executed and issued by the related
Delaware trust and authenticated by the owner trustee, and delivered to and paid
for by the purchasers thereof, all in accordance with the terms and conditions
of the related Operative Documents and in the manner described in the
Registration Statement, such Securities will be legally issued, fully-paid and
non-assessable beneficial
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Pooled Auto Securities Shelf LLC
December 11, 2000
Page 3
interests in the Trust 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
