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) January 20, 2010

Volkswagen Auto Lease/Loan Underwritten Funding, LLC

VW Credit Leasing, Ltd.

Volkswagen Auto Loan Enhanced Trust 2010-1

(Exact Names of Depositor/Co-Registrant/Issuing Entity as Specified in their Charters)

Delaware
(State or Other Jurisdiction of Incorporation)

333-160515	11-3650483
333-160515-01	38-6738618
(Commission File Numbers)	(Registrants’ I.R.S. Employer Identification Nos.)

2200 Ferdinand Porsche Drive
Herndon, Virginia	20171
(Address of Principal Executive Offices)	(Zip Code)

(703) 364-7000
(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:

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

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

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

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

Item 8.01. Other Events.

     The Registrant and Co-Registrant are filing the exhibit listed in Item 9.01(d) below in connection with the issuance of the of Class A-1 Auto Loan Asset Backed Notes, Class A-2 Auto Loan Asset Backed Notes, Class A-3 Auto Loan Asset Backed Notes, and Class A-4 Auto Loan Asset Backed Notes (the “Notes”) by Volkswagen Auto Loan Enhanced Trust 2010-1 described in the Preliminary Prospectus Supplement dated January 20, 2010.

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 with respect to legality matters
8.1	Opinion of Mayer Brown LLP with respect to tax matters

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.

Date: January 22, 2010	VOLKSWAGEN AUTO LOAN ENHANCED
	TRUST 2010-1
	By:	VW Credit, Inc., as Servicer
	By: Name:	/s/ Martin Luedtke Martin Luedtke
	Title:	Treasurer
	By: Name:	/s/ Lawrence S. Tolep Lawrence S. Tolep
	Title:	Assistant Treasurer

EX-5.1

Exhibit 5.1

January 22, 2010	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637
	Main Tel (312) 782-0600
	Main Fax (312) 701-7711
	www.mayerbrown.com

Volkswagen Auto Lease/Loan
Underwritten Funding, LLC
2200 Ferdinand Porsche Drive
Herndon, Virginia 20171

Re:	Volkswagen Auto Lease/Loan Underwritten Funding, LLC
	Registration Statement on Form S-3 (No. 333-160515)

Ladies and Gentlemen:

     We have acted as special counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC, a Delaware limited liability company (the “Seller”), in connection with the offering of notes (the “Notes”) described in the preliminary prospectus supplement dated January 20, 2010 and the base prospectus dated January 20, 2010 (collectively, the “Preliminary Prospectus”), which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Preliminary Prospectus, the Notes will be issued by Volkswagen Auto Loan Enhanced Trust 2010-1 (the “Issuer”), a trust formed by the Seller pursuant to a trust agreement between the Seller, Citibank, N.A., as owner trustee and Citigroup Trust — Delaware, National Association, as issuer Delaware trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee.

     In that connection, we are generally familiar with the proceedings taken or to be taken in connection with the proposed authorization, issuance and sale of the Notes, and have examined and relied upon copies of such statutes, documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Preliminary Prospectus and the current draft of the Indenture (including the form of the Notes included as an exhibit thereto).

     Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Notes have been duly executed and issued by the Issuer, authenticated by the Indenture Trustee, and sold by the Seller, and (c) payment of the agreed consideration for the Notes has been received by the Issuer, such 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

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).

Volkswagen Auto Lease/Loan
Underwritten Funding, LLC
January 22, 2010
Page 2

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 Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Preliminary Prospectus and to the use of our name therein without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the above-captioned registration statement or the Preliminary Prospectus.

Very truly yours,

/s/ Mayer Brown LLP

Mayer Brown LLP

EX-8.1

Exhibit 8.1

January 22, 2010

Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637

Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrown.com

Volkswagen Auto Lease/Loan
Underwritten Funding, LLC
2200 Ferdinand Porsche Drive
Herndon, Virginia 20171

Re: Volkswagen Auto Lease/Loan Underwritten Funding, LLC
Registration Statement on Form S-3 (No. 333-160515)

Ladies and Gentlemen:

     We have acted as special tax counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC (the “Seller”) and VW Credit, Inc. (“VCI”) in connection with the offering of notes (the “Notes”) described in the preliminary prospectus supplement dated January 20, 2010 (the “Preliminary Prospectus Supplement”) and base prospectus dated January 20, 2010 (the “Base Prospectus”; and collectively with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”) which have 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 Preliminary Prospectus, the Notes will be issued by Volkswagen Auto Loan Enhanced Trust 2010-1 (the “Issuer”), a trust formed by the Seller pursuant to a trust agreement (the “Trust Agreement”) between the Seller, Citibank, N.A., as owner trustee and Citigroup Trust – Delaware, National Association, as issuer Delaware trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein without definition herein have the meanings set forth in Appendix A to the Sale and Servicing Agreement between the Seller, the Issuer, VCI and the Indenture Trustee.

     In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization and issuance of the 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 Preliminary Prospectus, the Trust Agreement and the forms of the Indenture and other documents prepared in connection with the issuance of the Notes (collectively, the “Operative Documents”).

     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

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).

Volkswagen Auto Lease/Loan
Underwritten Funding, LLC
January 22, 2010
Page 2

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 with respect to the Notes are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the transaction documents in fact occur in accordance with the terms thereof, we are of the opinion that the statements, to the extent that they constitute matters of law or legal conclusions with respect thereto relating to United States federal tax matters, set forth in the Preliminary Prospectus Supplement under the headings “Summary of Terms—Tax Status” and “Material Federal Income Tax Consequences” and in the Base Prospectus under “Material Federal Income Tax Consequences”, which statements have been prepared by us, are correct in all material respects, and we hereby confirm and adopt the opinions set forth therein.

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

Respectfully submitted,

/s/ Mayer Brown LLP

Mayer Brown LLP