<PAGE>
[LETTERHEAD OF MAYER, BROWN & PLATT]
Exhibit 5.1
August 29, 2000
AmSouth Auto Receivables LLC
1900 Fifth Avenue North
AmSouth Sonat Tower
Birmingham, Alabama 35203
Re: AmSouth Auto Receivables LLC
Registration Statement on Form S-3 (No. 333-38676)
--------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel for AmSouth Auto Receivables LLC, a
Delaware limited liability company (the "Company"), in connection with the
above-captioned registration statement (such registration statement, together
with the exhibits and any amendments thereto, the "Registration Statement"),
filed by the Company with the Securities and Exchange Commission in connection
with the registration by the Company of Asset Backed Notes (the "Notes") and
Asset Backed Certificates (the "Certificates", and together with the Notes, the
"Securities"). As described in the Registration Statement, the Notes and the
Certificates will be issued from time to time in series, with each series being
issued by a common law trust (each, a "Trust") to be formed by the Company
pursuant to a Trust Agreement (each, a "Trust Agreement") between the Company
and a trustee or a limited liability company (each, an LLC) to be formed
pursuant to a Limited Liability Company Agreement (each a LLC Agreement) by the
Company. For each series, the Notes will be issued pursuant to an Indenture (the
"Indenture") between the related Trust or LLC, as the case may be, and an
indenture trustee and a Sale and Servicing Agreement among the related Trust or
LLC, as the case may be, the Company and AmSouth Bank, as servicer (each, a
"Sale and Servicing Agreement"), and the Certificates will be issued pursuant to
a Trust Agreement and such Sale and Servicing Agreement.
<PAGE>
MAYER, BROWN & PLATT
AmSouth Auto Receivables LLC
August 29, 2000
Page 2
In that connection, we are generally familiar with the proceedings
required to be taken in connection with the proposed authorization,
issuance and sale of any series of Notes and Certificates and have examined
copies of such documents, corporate records and other instruments as we
have deemed necessary or appropriate for the purposes of this opinion,
including the Registration Statement and, in each case as filed as an
exhibit to the Registration Statement, the form of Sale and Servicing
Agreement, the form of Indenture (including the form of Notes included as
exhibits thereto), the form of Trust Agreement (including the form of
Certificate included as an exhibit thereto), the form of LLC Agreement and
the form of Purchase Agreement between the Company and AmSouth Bank
(collectively, the "Operative Documents").
Based on and subject to the foregoing, we are of the opinion that,
with respect to the Certificates and/or Notes, when such Securities have
been duly executed and issued by the related Trust or LLC and authenticated
by the Owner Trustee with respect to Certificates or the Indenture Trustee
with respect to Notes, as applicable, and sold by the Company or by the
Trust or LLC, at the direction of the Company, as applicable, and payment
of the agreed consideration for such Securities shall have been received by
the Trust or LLC, all in accordance with the terms and conditions of the
related Operative Documents and a definitive purchase, underwriting or
similar agreement with respect to such Securities and in the manner
described in the Registration Statement:
(i) such Certificates will have been duly authorized by all necessary
action of the Trust and will be legally issued, fully paid and
nonassessable, and
(ii) such Notes will have been duly authorized by all necessary action
of the Trust or LLC and will be legally issued and binding obligations
of the Trust or LLC 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, the laws of the State of New York and the Limited Liability
Company Act of the State of Delaware, the applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these
laws.
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
<PAGE>
MAYER, BROWN & PLATT
AmSouth Auto Receivables LLC
August 29, 2000
Page 3
without admitting 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 or this exhibit.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
