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EXHIBIT 5.1
[MITCHELL SILBERBERG & KNUPP LLP LETTERHEAD]
January 10, 2001
VIA EDGAR
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Securities and Exchange
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 333-51214
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Dear Ladies and Gentlemen:
We are counsel for WFS Financial Auto Loans, Inc. ("WFAL") and WFS
Receivables Corporation ("WFSRC" and with WFAL the "Registrants") 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 (each, a "Trust") to be originated
by one or both of the Registrants. 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.
In our capacity as counsel for the Registrants 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
the Company 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
WFS Financial Inc
January 10, 2001
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 Registrants
and WFS Financial Inc, 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
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