8-K

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): October 13, 2016

BMW VEHICLE LEASE TRUST 2016-2

(Exact name of Issuing Entity as specified in its charter)

BMW AUTO LEASING LLC

(Exact name of Depositor as specified in its charter)

BMW FINANCIAL SERVICES NA, LLC

(Exact name of Sponsor as specified in its charter)

FINANCIAL SERVICES VEHICLE TRUST

(Exact name of co-registrant as specified in its charter)

Delaware	333-205553-03	22-2013053
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Chestnut Ridge Road

Woodcliff Lake, NJ 07677

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (201) 307-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

Morgan, Lewis & Bockius LLP has been retained by this Registrant as counsel for its Registration Statement on Form SF-3 (Commission File No. 333-205553) in connection with various transactions.  Legal opinions by Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, P.A. to be incorporated into the Registration Statement are attached hereto as Exhibit 5.1, Exhibit 5.2 and Exhibit 8.1.

Item 9.01.  Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

5.1 Opinion of Morgan, Lewis & Bockius LLP as to legality (including consent of such firm).

5.2 Opinion of Richards, Layton & Finger, P.A. as to due authorization, enforceability and legality (including consent of such firm).

8.1 Opinion of Morgan, Lewis & Bockius LLP as to certain tax matters (including consent of such firm).

23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 and Exhibit 8.1).

23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

BMW VEHICLE LEASE TRUST 2016-2   By:    BMW Financial Services NA, LLC, as Administrator     By: /s/ Ritu Chandy                            Name:  Ritu Chandy Title:    Vice President – Finance & CFO     By: /s/ Stefan Glebke                           Name:  Stefan Glebke Title:    Treasurer FINANCIAL SERVICES VEHICLE TRUST   By:     BMW Financial Services NA, LLC, as Servicer     By: /s/ Ritu Chandy                            Name:  Ritu Chandy Title:    Vice President – Finance & CFO     By: /s/ Stefan Glebke                          Name:  Stefan Glebke Title:    Treasurer

BMW AUTO LEASING LLC

By: BMW Financial Services NA, LLC,

as Managing Member

By: /s/ Ritu Chandy                                

Name:  Ritu Chandy

Title:    Vice President – Finance

By: /s/ Stefan Glebke                              

Name:  Stefan Glebke

Title:    Treasurer

Dated: October 13, 2016

EX-5.1

Exhibits 5.1 and 23.1

October 13, 2016

BMW Auto Leasing LLC

300 Chestnut Ridge Road

Woodcliff Lake, NJ 07677

Financial Services Vehicle Trust

300 Chestnut Ridge Road

Woodcliff Lake, NJ 07677

Re: BMW Auto Leasing LLC Financial Services Vehicle Trust Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as special counsel to BMW Auto Leasing LLC, a Delaware limited liability company (the “Depositor”) in connection with the sale by the Depositor and the purchase by the Underwriters (as defined below) of $120,000,000 aggregate principal amount of 0.72000% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $440,000,000 aggregate principal amount of 1.23% Asset Backed Notes, Class A‑2 (the “Class A‑2 Notes”), $350,000,000 aggregate principal amount of 1.43% Asset Backed Notes, Class A‑3 (the “Class A‑3 Notes”), and $90,000,000 aggregate principal amount of 1.57% Asset Backed Notes, Class A‑4 (collectively with the Class A-1 Notes, the Class A‑2 Notes and the Class A‑3 Notes, the “Notes”) pursuant to the terms of the Underwriting Agreement, dated as of October 4, 2016 (the “Underwriting Agreement”), among Credit Suisse Securities (USA) LLC, as representative of the several underwriters identified therein (collectively, the “Underwriters”), BMW Financial Services NA, LLC (“BMW FS LLC”) and the Depositor.

In connection with the issuance and sale of the Notes, the Depositor has prepared a prospectus dated October 4, 2016 (together with any documents and other information incorporated therein by reference, each in the form prepared for use by the Underwriters in confirming sales of the Notes, the “Prospectus”). BMW Vehicle Lease Trust 2016-2 (the “Issuer”) was formed pursuant to a Trust Agreement, dated as of September 21, 2016 between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of October 13, 2016 between the same parties.

The Depositor has filed with the Securities and Exchange Commission a registration statement on Form SF-3 (Registration No. 333-205553), as amended by Amendments No. 1 and No. 2 thereto, for the registration of the Notes and certain other securities under the Securities Act of 1933, as amended (the “Securities Act”).  In this opinion letter, the foregoing registration statement, as so amended, at its effective date, including any documents and other information incorporated therein by reference, is called the “Registration Statement.”  The Registration Statement was declared effective on November 16, 2015.  As set forth in the Prospectus, the Notes will be issued pursuant to an Indenture, dated as of October 13, 2016 (the “Indenture”), between the Issuer and Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus other than as to the entitlement of the Notes to the benefits of the Indenture and their enforceability against the Issuer in accordance with their terms.

As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of the Depositor as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of the Depositor and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.  In connection with this opinion, we have also examined and relied upon the Registration Statement and the Prospectus.  In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

Each opinion set forth below relating to the binding effect of the Notes is subject to the following general qualifications:

(i) the enforceability of any obligation of the Issuer or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and

(ii) the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

This opinion letter is limited solely to the internal, substantive laws of the State of New York as applied by courts located in New York without regard to choice of law.

Based upon and subject to the foregoing, we are of the opinion that the Notes, when duly authorized by all requisite statutory trust action on the part of the Issuer, executed by the Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered against payment in accordance with the Underwriting Agreement, will be entitled to

the benefits of the Indenture and constitute binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the heading “Legal Opinions” in the Prospectus.  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-5.2

Exhibits 5.2 and 23.2

[Letterhead of Richards, Layton & Finger, P.A.]

October 13, 2016

To Each Of The Persons Listed  On Schedule A Attached Hereto

Re: BMW Vehicle Lease Trust 2016-2

Ladies and Gentlemen:

We have acted as special Delaware counsel to BMW Vehicle Lease Trust 2016-2, a Delaware statutory trust (the "Trust"), in connection with the transactions contemplated by the Trust Agreement, dated as of September 21, 2016, as amended and restated by the Amended and Restated Trust Agreement, dated as of October 13, 2016 (as amended and restated, the "Trust Agreement"), between Wilmington Trust, National Association, a national banking association, as owner trustee (the "Owner Trustee"), and BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the "Transferor").  This opinion is being delivered pursuant to your request.  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Trust Agreement, except that reference herein to any document shall mean such document as in effect on the date hereof.

We have examined originals or copies of the following documents:

(a) the Trust Agreement;

(b) the Issuer SUBI Certificate Transfer Agreement, dated as of October 13, 2016, between the Transferor and the Trust;

(c) the Indenture, dated as of October 13, 2016, between the Trust and Citibank, N.A. ("Citibank"), a national banking association, as trustee (the "Indenture Trustee");

(d) the Issuer Administration Agreement, dated as of October 13, 2016, among the Trust, the Transferor, BMW Financial Services NA, LLC, a Delaware limited liability company, as Administrator, and the Indenture Trustee;

(e) the Back-up Security Agreement, dated as of October 13, 2016, between Financial Services Vehicle Trust, a Delaware statutory trust, BMW Manufacturing L.P., an Indiana limited partnership, the Transferor, the Trust, and the Indenture Trustee;

To Each Of The Persons Listed On Schedule A Attached HeretoOctober 13, 2016Page 2

(f) the Control Agreement, dated as of October 13, 2016, among the Transferor, the Trust, the Indenture Trustee and Citibank, as securities intermediary;

(g) the Asset Representations Review Agreement, dated as of October 13, 2016, among the Trust, BMW Financial Services NA, LLC, as Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (the documents in paragraphs (b) through (g) are collectively referred to herein as the "Trust Documents");

(h) the Notes issued on the date hereof;

(i) the Trust Certificates;

(j) the Authentication Order to the Owner Trustee with respect to the Trust Certificates, dated October 13, 2016;

(k) a certified copy of the certificate of trust (the "Certificate of Trust") of the Trust which was filed with the Secretary of State of the State of Delaware (the "Secretary of State") on September 21, 2016; and

(l) a Certificate of Good Standing for the Trust, dated October 12, 2016, obtained from the Secretary of State.

We have not reviewed any documents other than the foregoing documents for purposes of rendering our opinions as expressed herein, and we have assumed that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein.  We have conducted no independent factual investigation of our own but have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

Based upon the foregoing and upon an examination of such questions of law as we have deemed necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion:

1.             The Trust has been duly formed and is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the "Act"), and has the power and authority under the Trust Agreement and the Act to execute, deliver and perform its obligations under the Trust Documents and to issue the Notes and the Trust Certificates, and the Trust Agreement duly authorizes the execution, delivery, issuance and performance of such agreements and obligations.

2.             The Trust Documents and the Notes have been duly authorized, executed and delivered by the Trust.

To Each Of The Persons Listed On Schedule A Attached HeretoOctober 13, 2016Page 3

3.             The Trust Agreement is a legal, valid and binding obligation of the Transferor and the Owner Trustee, enforceable against the Transferor and the Owner Trustee, in accordance with its terms.

4.             The Trust Certificates have been duly authorized and executed by the Trust, authenticated by the Owner Trustee and, when delivered in accordance with the terms of the Trust Agreement, the Trust Certificates will be validly issued and entitled to the benefits of the Trust Agreement.

5.             Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust and the Uniform Commercial Code financing statements with the Secretary of State.

6.             Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

7.             Under § 3805(b) of the Act, no creditor of any holder of the Trust Certificates shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

8.             Under the Act, the Trust is a separate legal entity and the Trust rather than the holders of the Trust Certificates will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Trust Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property.

9.             Under § 3808(a) and (b) of the Act, the Trust may not be terminated or revoked by the holders of the Trust Certificates, and the dissolution, termination or bankruptcy of any holder of the Trust Certificates shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

10.           Under § 3805(c) of the Act, except to the extent otherwise provided in the Trust Agreement, a holder of a Trust Certificate (including the Transferor in its capacity as such) has no interest in specific Trust property.

The foregoing opinions are subject to the following exceptions, qualifications and assumptions:

To Each Of The Persons Listed On Schedule A Attached HeretoOctober 13, 2016Page 4

A.            We are admitted to practice law in the State of Delaware and we do not hold ourselves out as being experts on the law of any other jurisdiction.  The foregoing opinions are limited to the laws of the State of Delaware currently in effect.  We express no opinion with respect to (i) federal laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended, (ii) state securities or blue sky laws, (iii) state tax or insurance laws or (iv) laws, rules and regulations relating to the particular nature of the Trust assets.

B.             We have assumed (i) except to the extent provided in paragraph 1 above, the due formation and valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 1 above, that each party has the power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraphs 2 and 4 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that each party has complied with all of the obligations and satisfied all of the conditions on its part to be performed or satisfied pursuant to the documents examined by us, (vi) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (vii) except to the extent provided in paragraphs 5 and 6 above, that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency applicable to it or any of its property or violate any agreement, indenture or instrument to which it is a party or by which it is bound or any provision of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property, and (viii) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware trustee as required by the Act and the filing of documents with the Secretary of State) or employees in the State of Delaware.

C.             The foregoing opinions regarding enforceability and the opinions in paragraphs 7, 8, 9 and 10 above are subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable public policy with respect to the enforceability of provisions relating to indemnification or contribution, and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

To Each Of The Persons Listed On Schedule A Attached HeretoOctober 13, 2016 Page 5

D.            We have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified.

E.             We express no opinion herein as to the creation, attachment, perfection or priority of any mortgage or security interest or the nature or validity of title to any property.

F.             We have not participated in the preparation of any offering materials with respect to the Securities and assume no responsibility for their contents.

G.             Notwithstanding any provision in the Trust Agreement or any Trust Documents to the contrary, we note that upon the occurrence of an event of dissolution of the Trust, the Trust cannot make any payments or distributions to the Certificateholders until creditors' claims are either paid in full or reasonable provision for payment thereof has been made.

H.             With respect to the Trust Agreement, we express no opinion as to the validity or enforceability of provisions that purport to (i) restrict any right that a party may have to apply for a judicial dissolution of the Trust, (ii) impose transfer restrictions on the Certificateholders to the extent that a transfer occurs by operation of law or (iii) bind a Person that is not a party to the Trust Agreement.

This opinion is being furnished only to you, is solely for your benefit, and is not to be used, quoted, relied upon, or otherwise referred to by any other person, or for any other purposes, without our prior written consent, except that copies of this opinion may be posted by the Depositor or its affiliates to a password protected website solely accessible by a  "nationally recognized statistical rating organization" (an "NRSRO"), including any non-hired NRSROs (each, a "Non-hired NRSRO") that agrees to keep this opinion confidential as contemplated by Rule 17g-5  under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) ("Rule 17g-5"); provided, that no such Non-hired NRSRO will be entitled to rely on this opinion, and each such Non-hired NRSRO, by accepting this opinion, will be deemed to have agreed to comply with the terms of this sentence and not to provide copies of this opinion to any other person.  We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Transferor’s current report on Form 8-K.  In giving the foregoing consents, we do not thereby 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 of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

DKD/SXG

SCHEDULE A

S&P Global Ratings	Mizuho Securities USA Inc.
55 Water Street	320 Park Avenue, 12th Floor
New York, New York 10041	New York, New York, 10022
Fitch Ratings, Inc.	SG Americas Securities, LLC
33 Whitehall Street	245 Park Avenue
New York, NY 10004	New York, New York 10167
BMW Auto Leasing LLC	Lloyds Securities Inc.
300 Chestnut Ridge Road	1095 Avenue of the Americas
Woodcliff Lake, NJ 07677	New York, NY 10036
BMW Manufacturing L.P.	RBC Capital Markets, LLC
300 Chestnut Ridge Road	200 Vesey Street
Woodcliff Lake, NJ 07677	New York, New York 10281
BMW Vehicle Lease Trust 2016-2
c/o Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013
BMW Financial Services NA, LLC
300 Chestnut Ridge Road
Woodcliff Lake, NJ 07677
BNY Mellon Trust of Delaware
310 Bellevue Parkway, 3rd Floor
Wilmington, DE 19801

EX-8.1

Exhibits 8.1 and 23.1

October 13, 2016

BMW Auto Leasing LLC

300 Chestnut Ridge Road

Woodcliff Lake, NJ 07677

Financial Services Vehicle Trust

300 Chestnut Ridge Road

Woodcliff Lake, NJ 07677

Re: BMW Auto Leasing LLC Financial Services Vehicle Trust Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as counsel to BMW Auto Leasing LLC (the “BMW LLC”) in connection with the issuance by BMW Vehicle Lease Trust 2016-2 (the “Trust”) of $1,000,000,000 Asset-Backed Notes (the “Notes”) pursuant to a prospectus dated October 4, 2016 (the “Prospectus”).

A Registration Statement of BMW LLC on Form SF‑3 relating to the Notes (333-205553) was filed by BMW LLC with the Securities and Exchange Commission (the “Commission”) on July 8, 2015, as amended by Amendment No. 1 thereto filed on October 8, 2015 and Amendment No. 2 thereto filed on October 30, 2015 (such registration statement, as so amended to its effective date, is hereinafter referred to as the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “1933 Act”).  The Registration Statement was declared effective on November 16, 2015.  As set forth in the Prospectus, the Notes will be issued under and pursuant to the Indenture dated as of October 13, 2016 (as amended and supplemented from time to time, the “Indenture”), between the Trust and Citibank, N.A., as indenture trustee.

As such counsel, we have examined copies of the Prospectus and the Indenture, and originals or copies of such other corporate minutes, records, agreements and other instruments of BMW LLC, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such

opinions, we have relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of BMW LLC and others.

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.

Based on the foregoing and consideration of such other matters as we have deemed appropriate, the discussion in the Prospectus under the headings “Summary of Terms—Tax Status,” “Material Income Tax Consequences” and “Annex A—Global Clearance, Settlement and Tax Documentation Procedures—Material U.S. Federal Income Tax Documentation Requirements” is our opinion of the law and we are of the opinion that insofar as that discussion describes certain provisions of federal tax law or legal conclusions with respect thereto, it is correct in all material respects.

We hereby consent to the filing of this letter and to the references to this firm under the headings “Legal Opinions” and “Material Income Tax Consequences” in the Prospectus, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Prospectus.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP