8-K

UNITED STATES

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 4, 2023

Capital One Auto Receivables, LLC

(Exact Name of Depositor as Specified in its Charter)

Commission File Number: 333-260710

Central Index Key Number: 0001133438

Capital One Prime Auto Receivables Trust 2023-2

(Exact Name of Issuing Entity as Specified in its Charter)

Commission File Number: 333-260710-04

Central Index Key Number: 0001992483

Capital One, National Association

(Exact Name of Sponsor as Specified in its Charter)

Central Index Key Number: 0000047288

Delaware

(State or Other Jurisdiction of Incorporation of Registrant)

31-1750007

(Registrant’s I.R.S. Employer Identification No.)

Capital One Auto Receivables, LLC 1600 Capital One Drive, Room 27907B McLean, Virginia	22102
(Address of Registrant’s Principal Executive Offices)	(Zip Code)

(703) 720-3148

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Capital One Auto Receivables, LLC (the “Registrant”) is filing the exhibits listed in Item 9.01(d) below in connection with the public issuance of the Class A-2a, Class A-2b, Class A-3 and Class A-4 Auto Loan Asset Backed Notes, in each case, in the initial principal amount specified in the Prospectus dated October 4, 2023 (the “Notes”) by Capital One Prime Auto Receivables Trust 2023-2.

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit
No.	Document Description
5.1	Opinion of Mayer Brown LLP dated as of October 6, 2023 with respect to legality matters
8.1	Opinion of Mayer Brown LLP dated as of October 6, 2023 with respect to tax matters

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 6, 2023	CAPITAL ONE AUTO RECEIVABLES, LLC
	By:	/s/ Eric Bauder
	Name: Eric Bauder
	Title: Assistant Vice President

S-1 Form 8-K re: Opinions

EX-5.1

Exhibit 5.1

	Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com
October 6, 2023
Capital One Auto Receivables, LLC 1600 Capital One Drive Room 27907B McLean, Virginia 22102
Re:  Capital One Auto Receivables, LLC Registration Statement on Form SF-3 (No. 333-260710)

Ladies and Gentlemen:

We have acted as special counsel to Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) and the offering of Class A-2a, Class A-2b, Class A-3 and Class A-4 Auto Loan Asset Backed Notes (collectively, the “Offered Notes”), in each case, in the initial principal amount specified in the final prospectus dated October 4, 2023 (the “Prospectus”), which Prospectus has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Offered Notes and the other notes described in the Prospectus (collectively with the Offered Notes, the “Notes”) will be issued by Capital One Prime Auto Receivables Trust 2023-2 (the “Issuer”), a trust formed by the Company pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Company and BNY Mellon Trust of Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”).

In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Trust Agreement, the Indenture (including the form of Notes included as an exhibit thereto), the sale agreement, the purchase agreement, the servicing agreement, the administration agreement and the asset representations agreement (collectively, the “Operative Documents”). Terms used herein without definitions have the meanings given to such terms in the Prospectus.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership)

and Tauil & Chequer Advogados (a Brazilian law partnership).

MAYER BROWN LLP

Capital One Auto Receivables, LLC

Page 2

Based on and subject to the foregoing, we are of the opinion that, with respect to the Offered Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Offered Notes have been duly executed and issued by the Issuer and authenticated by the Indenture Trustee, and sold by (or at the direction of) the Company and (c) payment of the agreed consideration for the Offered Notes has been received by the Issuer, all in accordance with the terms and conditions of the Operative Documents and in the manner described in the Prospectus, such Offered Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled to the benefits afforded by the Indenture, 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.

MAYER BROWN LLP

Capital One Auto Receivables, LLC

Page 3

Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York and the Delaware Statutory Trust Act. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Prospectus and to the use of our name therein without admitting we are “experts” within the meaning of the Act, as amended, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement the Prospectus.

Very truly yours,

/s/ Mayer Brown LLP

MAYER BROWN LLP

EX-8.1

Exhibit 8.1

October 6, 2023 Capital One Auto Receivables, LLC 1600 Capital One Drive Room 27907B McLean, Virginia 22102	Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com
Re:  Capital One Auto Receivables, LLC Registration Statement on Form SF-3 (No. 333-260710)

Ladies and Gentlemen:

We have acted as special federal tax counsel to Capital One Auto Receivables, LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) and the offering of Class A-2a, Class A-2b, Class A-3 and Class A-4 Auto Loan Asset Backed Notes (collectively, the “Offered Notes”), in each case, in the initial principal amount specified in the final prospectus dated October 4, 2023 (the “Prospectus”), which Prospectus has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. As described in the Prospectus, the Offered Notes and the other notes described in the Prospectus (collectively with the Offered Notes, the “Notes”) will be issued by Capital One Prime Auto Receivables Trust 2023-2 (the “Issuer”), a trust formed by the Company pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Company and BNY Mellon Trust of Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”).

In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Trust Agreement, the Indenture (including the form of Notes included as an exhibit thereto), the sale agreement, the purchase agreement, the servicing agreement, the administration agreement and the asset representations agreement (collectively, the “Operative Documents”). Terms used herein without definitions have the meanings given to such terms in the Prospectus.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown (a Hong Kong partnership)

and Tauil & Chequer Advogados (a Brazilian law partnership).

Mayer Brown LLP

Capital One Auto Receivables, LLC

Page 2

The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.

Based on the foregoing and assuming that the Operative Documents are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative Documents in fact occur in accordance with the terms thereof, to the extent that the statements set forth in the Prospectus under the captions “Summary of Terms—Tax Status” and “Material United States Federal Income Tax Consequences” constitute matters of U.S. federal income tax law or legal conclusions with respect thereto relating to U.S. federal tax matters, and to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Offered Notes, we hereby confirm and adopt the opinions set forth therein (subject to the qualifications, assumptions, limitations and exceptions set forth therein).

Mayer Brown LLP

Capital One Auto Receivables, LLC

Page 3

We know that we are referred to under the captions referred to above included in the Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing as Exhibit 8.1 to a Form 8-K filed in connection therewith, without admitting that we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.

Respectfully submitted,

/s/ Mayer Brown LLP

MAYER BROWN LLP