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EXHIBIT 5.1
[MITCHELL SILBERBERG & KNUPP LLP LETTERHEAD]
July 24, 2000
VIA EDGAR
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
WFS Financial Inc
23 Pasteur Road
Irvine, California 92618
Re: WFS Financial Owner Trusts
Registration Statement on Form S-3, File Number 333-40776
Dear Ladies and Gentlemen:
We are counsel for WFS Receivables Corporation 2 ("WFSRC2" or the
"Registrant") in connection with the proposed offering of one or more series of
Auto Receivable Backed Notes as identified in the above referenced Registration
Statement to be issued by one or more series of WFS Financial Owner Trusts (the
"Trust") to be originated by the Registrant. The Notes will be obligations of a
Trust secured by the assets of that Trust. The Notes will be issued pursuant to
an indenture between the Trust and a Trustee qualified to act as such under the
Trust Indenture Act (the "Indenture"). The Notes will be registered for sale
pursuant to the accompanying Form S-3 Registration Statement, as amended and as
declared effective by the Securities and Exchange Commission.
In our capacity as counsel for the Registrant and for purposes of
this opinion, we have made those examinations and investigations of the legal
and factual matters we deemed advisable, and have examined the originals, or
copies identified to our satisfaction as being true copies of the originals, of
the certificates, documents, corporate records, and other instruments which we,
in our judgment, have considered necessary or appropriate to enable us to render
the opinion expressed below. We have relied, without independent investigation
or confirmation, upon certificates provided by public officials and officers of
WFSRC2 as to certain factual matters. In the course of our examinations and
investigations, we have assumed the genuineness of all signatures on original
documents, and the due execution and delivery of all documents requiring due
execution and delivery for the effectiveness thereof.
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Securities and Exchange Commission
WFS Financial Inc
July 24, 2000
Page 2
Based upon and subject to the foregoing and in reliance thereon,
and subject to the assumptions, exceptions and qualifications set forth herein,
it is our opinion that:
The Notes, when executed and authenticated as specified in an
Indenture and delivered to and paid for by the Underwriters as to that series of
Notes pursuant to the underwriting agreement among the Underwriters, the
Registrant and WFS Financial Inc (the "Underwriting Agreement"), will
constitute legal, valid and binding obligations of the issuing Trust, entitled
to the benefits of the Indenture, and enforceable in accordance with their
terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other laws, provisions or principles now or
hereafter in effect affecting the enforcement of creditors' rights generally and
except that no opinion is expressed as to the availability of remedies of
specific performance, injunction or other forms of equitable relief, all of
which may be subject to certain tests of equity jurisdiction, equitable defenses
and the discretion of the court before which any such proceeding may be brought.
We consent to the filing of this opinion with, and to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving our consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations thereunder. This opinion
is given as of the date hereof and we assume no obligation to advise you of
changes that may hereafter be brought to our attention.
Very truly yours,
/S/ MITCHELL, SILBERBERG & KNUPP LLP
Mitchell Silberberg & Knupp LLP
