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EXHIBIT 5.1
August 17, 2000
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
Re: Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Chevy Chase Bank, F.S.B., a federal chartered
stock savings bank (the "Registrant") in connection with the preparation and
filing of the registration statement on Form S-3 (such registration statement,
the "Registration Statement") being filed today with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), in
respect of Auto Loan Asset-Backed Securities ("Securities") which the Registrant
plans to offer in series, each series to be issued under a separate pooling and
servicing agreement (a "Pooling and Servicing Agreement") or indenture (an
"Indenture"), in substantially one of the forms incorporated by reference as
Exhibits to the Registration Statement.
We have made investigations of law and have examined and relied on the
originals or copies certified or otherwise identified to our satisfaction of all
such documents and records of the Registrant and such other instruments and
Registrant and such other persons, as we have deemed appropriate as a basis for
the opinions expressed below. The opinions expressed below are subject to
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or
affecting creditors' rights generally and to general equity principles.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction except as to matters that are
governed by Federal law or the laws of the State of New York. All opinions
expressed herein are based on laws, regulations and policy guidelines currently
in force and may be affected by future regulations.
Based upon the foregoing, we are of the opinion that:
(1) When, in respect of a series of Securities, a Pooling and Servicing
Agreement or Indenture has been duly authorized by all necessary action and duly
executed and delivered by all necessary parties for such series, such Pooling
and Servicing Agreement or Indenture will be a valid and legally binding
obligation of the Registrant; and
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Chevy Chase Bank, F.S.B.
August 10, 2000
Page 2
(2) When a Pooling and Servicing Agreement or Indenture for a series of
Securities has been duly authorized by all necessary action and duly executed
and delivered by all necessary parties for such series, and when the Securities
of such series have been duly executed and authenticated in accordance with the
provisions o f the Pooling and Servicing Agreement or Indenture, as applicable,
and issued and sold as contemplated in the Registration Statement and
prospectus, as amended or supplemented and delivered pursuant to Section 5 of
the Act in connection therewith, such Securities will be legally and validly
issued, fully paid and nonassessable, and the holders of such Securities will be
entitled to the benefits of such Pooling and Servicing Agreement or Indenture,
as applicable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and the related prospectus under the heading "Legal
Opinions."
Very truly yours,
/s/ DEWEY BALLANTINE LLP
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