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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) April 25, 2000
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Deutsche Floorplan Receivables, L.P.
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(Exact Name of Registrant as Specified in its Charter)
Distribution Financial Services Floorplan Master Trust
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(Co-Registrant and Issuer with Respect to the Securities)
N.A.
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(State or Other Jurisdiction of Incorporation)
333-74457 and 333-74457-01 88-0355652
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(Commission File Number) (Registrant's I.R.S. Employer Identification No.)
655 Maryville Centre Drive, St. Louis, Missouri 63141
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(Address of Principal Executive Offices) (Zip Code)
(314) 523-3000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The Registrant and Co-Registrant are filing the exhibits listed in Item
7(c) below in connection with the proposed issuance of Floating Rate Asset
Backed Certificates, Series 2000-1 and Series 2000-2 by Distribution Financial
Services Floorplan Master Trust.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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5.1 Opinion of Mayer, Brown & Platt with respect to legality
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrant and the co-registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
April 25, 2000 Deutsche Floorplan Receivables, L.P., on behalf of
itself, as Registrant
By: Deutsche Floorplan Receivables, Inc., its
General Partner
By: /s/ Richard C. Goldman
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Name: Richard C. Goldman
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Title: Senior Vice President & Secretary
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April 25, 2000 Deutsche Floorplan Receivables, L.P., on behalf of
Distribution Financial Services Floorplan Master
Trust, as Co-Registrant
By: Deutsche Floorplan Receivables, Inc., its
General Partner
By: /s/ Richard C. Goldman
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Name: Richard C. Goldman
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Title: Senior Vice President & Secretary
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Exhibit 5.1
[LETTERHEAD OF MAYER, BROWN & PLATT]
April 25, 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 2000-1 and Series 2000-2 (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 2000-1
Supplement, the Series 2000-2 Supplement, and the Specified Certificates (such
Amended and Restated Pooling and Servicing Agreement, Series 2000-1 Supplement,
Series 2000-2 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
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thereto (other than by the Company) and (ii) completed, executed and 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
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