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EXHIBIT 5.1
July 13, 2000
Deutsche Floorplan Receivables, L.P.
655 Maryville Centre Drive
St. Louis, Missouri 63141
Re: Deutsche Floorplan Receivables, L.P.
Distribution Financial Services Floorplan Master Trust
Registration Statement on Form S-3 (No. 333-74457 and 333-74457-01)
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Ladies and Gentlemen:
We have acted as special counsel for Deutsche Floorplan Receivables,
L.P., a limited partnership (the "Company"), in connection with the preparation
of the Registration Statement on Form S-3, File No. 333-74457 and 333-74457-01
(together with the exhibits and amendments thereto, 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 certain series of Asset Backed Certificates (the "Certificates").
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Class A Certificates and Class B Certificates
for Series 2000-3 (the "Specified Certificates") by Distribution Financial
Services Floorplan Master Trust (the "Trust"), and in order to express our
opinion hereinafter stated we have examined and relied upon the following items
relating to the Specified Certificates and the Trust: the Amended and Restated
Pooling and Servicing Agreement, the Series 2000-3 Supplement and the Specified
Certificates (such Amended and Restated Pooling and Servicing Agreement, Series
2000-3 Supplement and Specified Certificates being referred to collectively as
the "Documents"). We have also examined such statutes, corporate records and
other instruments as we have deemed necessary for the purposes of this opinion.
Based on and subject to the foregoing, we are of the opinion that, with
respect to the Specified Certificates, when, (a) the Documents have each been
duly (i) authorized by the parties thereto (other than by the Company) and (ii)
completed, executed and
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delivered by all of the parties thereto, (b) the Specified Certificates have
been duly executed and issued by the Company and authenticated by the Trustee
named therein, and sold by the Company or by the Trust, at the direction of the
Company or the Trust, as applicable, and (c) payment of the agreed consideration
for the Specified Certificates shall have been received by the Company, all in
accordance with the terms and conditions of the Documents and a definitive
purchase, underwriting or similar agreement with respect to the Specified
Certificates: the Specified Certificates will have been duly authorized by all
necessary action of the Trust and will be legally issued, fully paid and
nonassessable, 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 and the laws of the State of New York.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
