-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RCisuMMmiILIZ8jgD3JSI3ympLTN/3HmwqLs9AfjJxQGUdx4RiPP09nbYlESQkeW n6vzwURE8TIh8eyI/PtZSA== 0000950134-08-006672.txt : 20080415 0000950134-08-006672.hdr.sgml : 20080415 20080415172546 ACCESSION NUMBER: 0000950134-08-006672 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080414 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nissan Auto Lease Trust 2008-A CENTRAL INDEX KEY: 0001429202 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-147542-02 FILM NUMBER: 08758194 BUSINESS ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 333 COMMERCE STREET, MAILSTOP B-7-A CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 6157251667 MAIL ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 333 COMMERCE STREET, MAILSTOP B-7-A CITY: NASHVILLE STATE: TN ZIP: 37201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN AUTO LEASING LLC II CENTRAL INDEX KEY: 0001244832 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 954885574 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763 FILM NUMBER: 08758195 BUSINESS ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 333 COMMERCE STREET, MAILSTOP B-7-A CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 6157251667 MAIL ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 333 COMMERCE STREET, MAILSTOP B-7-A CITY: NASHVILLE STATE: TN ZIP: 37201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN-INFINITI LT CENTRAL INDEX KEY: 0001244827 IRS NUMBER: 336226449 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763-01 FILM NUMBER: 08758196 BUSINESS ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 333 COMMERCE STREET, MAILSTOP B-7-A CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 6157251667 MAIL ADDRESS: STREET 1: C/O NISSAN NORTH AMERICA, INC. STREET 2: 333 COMMERCE STREET, MAILSTOP B-7-A CITY: NASHVILLE STATE: TN ZIP: 37201 FORMER COMPANY: FORMER CONFORMED NAME: NISSAN INFINITI LT DATE OF NAME CHANGE: 20030620 8-K 1 a38894e8vk.htm FORM 8-K e8vk
 

 
 
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): April 14, 2008
Commission file number 333-147542 and 333-147542-01
NISSAN AUTO LEASE TRUST 2008-A
(Issuing Entity with respect to the Notes)
NISSAN AUTO LEASING LLC II
(Depositor of the Issuing Entity and Transferor of the SUBI Certificate to the Issuing Entity)
NISSAN-INFINITI LT
(Issuer with respect to the SUBI Certificate)
(Exact name of registrants as specified in their charter)
     
    Nissan Auto Leasing LLC II 95-4885574
    Nissan-Infiniti LT 33-6226449
DELAWARE   Nissan Auto Lease Trust 2008-A 51-6597303
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
333 Commerce Street, Nashville, Tennessee   37201-1800
(Address of principal executive offices)   (Zip Code)
(Registrant’s telephone number, including area code)    
(615) 625-1224    
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 (see General Instruction A.2. below):
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 has filed a preliminary prospectus supplement, dated April 14, 2008, as supplemented by the supplement to preliminary prospectus supplement, dated April 14, 2008, setting forth a description of the receivables pool and the structure of $77,100,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $173,000,000 aggregate principal amount of the Class A-2a Asset Backed Notes and the Class A-2b Asset Backed Notes, $225,000,000 aggregate principal amount of the Class A-3a Asset Backed Notes and the Class A-3b Asset Backed Notes, and $25,474,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Nissan Auto Lease Trust 2008-A.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
     The exhibits number corresponds with Item 601(a) of Regulation S-K.
     
Exhibit No.   Description
 
Exhibit 5.1
  Opinion of Mayer Brown LLP, dated as of April 15, 2008, as to legality
Exhibit 8.1
  Opinion of Mayer Brown LLP, dated as of April 15, 2008, as to certain tax matters

2


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrants have duly caused this report to be signed on behalf of the undersigned thereunto duly authorized.
             
Date: April 15, 2008   NISSAN AUTO LEASING LLC II    
 
           
 
  By:   /s/ Rakesh Kochhar    
 
           
 
      Name: Rakesh Kochhar    
 
      Title: Treasurer    
 
           
    NISSAN AUTO LEASE TRUST 2008-A    
 
           
 
  By:   Nissan Auto Leasing LLC II, solely as    
 
      originator of Nissan Auto Lease 2008-A    
 
           
 
  By:   /s/ Rakesh Kochhar    
 
           
 
      Name: Rakesh Kochhar    
 
      Title: Treasurer    
 
           
    NISSAN-INFINITI LT    
 
           
 
  By:   Nissan Motor Acceptance Corporation,    
 
      solely as originator of Nissan-Infiniti LT    
 
           
 
  By:   /s/ Rakesh Kochhar    
 
           
 
      Name: Rakesh Kochhar    
 
      Title: Treasurer    

3


 

EXHIBIT INDEX
Item 601(a) of Regulation S-K
     
Exhibit No.   Description
 
Exhibit 5.1
  Opinion of Mayer Brown LLP, dated as of April 15, 2008, as to legality
Exhibit 8.1
  Opinion of Mayer Brown LLP, dated as of April 15, 2008, as to certain tax matters

4

EX-5.1 2 a38894exv5w1.htm EXHIBIT 5.1 exv5w1
 

EXHIBIT 5.1
     
April 15, 2008
  Mayer Brown LLP
 
  350 South Grand Avenue
 
  25th Floor
 
  Los Angeles, California 90071-1503
 
   
Nissan Auto Lease Trust 2008-A
  Main Tel (213) 229-9500
Nissan Auto Leasing LLC II
  Main Fax (213) 625-0248
Nissan Motor Acceptance Corporation
  www.mayerbrown.com
10th Floor, B-10-C
   
333 Commerce Street
   
Nashville, TN 37201-1800
   
 
   
Re: Nissan Auto Lease Trust 2008-A
   
Registration Statement on Form S-3
   
Registration Nos. 333-147542 and 333-
   
147542-01
   
Ladies and Gentlemen:
     We have acted as special counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), in connection with the preparation of the Registration Statement on Form S-3 (Registration Nos. 333-147542 and 333-147542-01, together with the exhibits and amendments thereto, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the rules or regulations promulgated thereunder, for the registration under the Act of $475,100,000 aggregate principal amount of asset backed notes (the “Notes”) to be issued by Nissan Auto Lease Trust 2008-A, a Delaware statutory trust (the “Issuing Entity”), pursuant to an indenture (the “Indenture”) between the Issuer and U.S. Bank National Association, as indenture trustee. Capitalized terms used herein without definition herein have the meanings set forth in the Registration Statement.
     We have examined originals or copies, certified or otherwise identified to our satisfaction, of the organizational documents of Nissan Auto Leasing LLC II, NMAC and the Issuing Entity, the Indenture, the form of Notes included as an exhibit to the Indenture, and such other records, documents and certificates of the Issuers and public officials and other instruments as we have deemed necessary for the purpose of this opinion. In addition, we have assumed that the Indenture will be duly executed and delivered by the parties thereto; that the Notes will be duly executed and delivered substantially in the forms contemplated by the Indenture; and that the Notes will be sold as described in the Registration Statement.
     Based upon the foregoing, we are of the opinion that:

 


 

Nissan Auto Lease Trust 2008-A
Nissan Auto Leasing LLC II
Nissan Motor Acceptance
Corporation
April 15, 2008
Page 2
     The Notes are in due and proper form and, assuming the due authorization, execution and delivery of the Indenture by the Issuing Entity and the Indenture Trustee, and the due authorization of the Notes by all necessary action on the part of the Issuing Entity, when the Notes have been validly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor, the Notes will be valid and binding obligations of the Issuing Entity, enforceable against the Issuing Entity in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.
     The opinions expressed above are limited to the federal laws of the United States of America and the laws of the State of New York (excluding choice of law principles therein). We express no opinion herein as to the laws of any other jurisdiction and no opinion regarding the statues, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
         
  Respectfully submitted,
 
 
  /s/ Mayer Brown LLP    
  Mayer Brown LLP   
     
 

 

EX-8.1 3 a38894exv8w1.htm EXHIBIT 8.1 exv8w1
 

EXHIBIT 8.1
     
April 15, 2008
  Mayer Brown LLP
 
  350 South Grand Avenue
 
  25th Floor
 
  Los Angeles, California 90071-1503
 
   
Nissan Auto Lease Trust 2008-A
  Main Tel (213) 229-9500
Nissan Auto Leasing LLC II
  Main Fax (213) 625-0248
Nissan Motor Acceptance Corporation
  www.mayerbrown.com
10th Floor, B-10-C
   
333 Commerce Street
   
Nashville, TN 37201-1800
   
 
   
Re: Nissan Auto Lease Trust 2008-A
   
Registration Statement on Form S-3
   
Registration Nos. 333-147542 and 333-147542-01
   
Ladies and Gentlemen:
     We have acted as special tax counsel to Nissan Auto Leasing LLC II, a Delaware corporation (the “Depositor”), in connection with the preparation of the Registration Statement on Form S-3 (Registration Nos. 333-147542 and 333-147542-01, together with the exhibits and amendments thereto, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the rules or regulations promulgated thereunder, for the registration under the Act of $475,100,000 aggregate principal amount of asset backed notes (the “Notes”) to be issued by Nissan Auto Lease Trust 2008-A, a Delaware statutory trust (the “Issuing Entity”), pursuant to an indenture (the “Indenture”) between the Issuing Entity and U.S. Bank National Association, as indenture trustee. Capitalized terms used herein without definition herein have the meanings set forth in the Registration Statement.
     We hereby confirm that the statements set forth in the Base Prospectus and the Prospectus Supplement forming part of the Registration Statement under the headings “Summary—Tax Status” and “Material Federal Income Tax Consequences,” to the extent that they constitute matters of law or legal conclusions relating to the federal laws of the United States, have been reviewed by us and are correct in all material respects.
     The opinion expressed above are subject to the following assumptions, qualifications, limitations and exceptions:
     The opinion set forth above is based on relevant provisions of the United States Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder, and interpretations of the foregoing as expressed in court decisions, administrative determinations, and legislative history

 


 

Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
Nissan Auto Lease Trust 2008-A
April 15, 2008
Page 2
as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion.
     This opinion is furnished by us as special counsel for Nissan Auto Leasing LLC II, NMAC and the Issuing Entity and may be relied upon by you only in connection with the transactions contemplated by the Indenture, the Trust Agreement or the Sale and Servicing Agreement, as applicable. It may not be used or relied upon by you for any other purpose, nor may copies be delivered to any other person, without in each instance our prior written consent. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.
     We consent to the filing of this letter as an exhibit to the Registration Statement and to the use of our name therein, without admitting that we are “experts” within the meaning of the 1933 Act or the rules or regulations of the Securities and Exchange Commission thereunder, with respect to any part of the Registration Statement, including this exhibit.
         
  Respectfully submitted,
 
 
  /s/ Mayer Brown LLP    
  Mayer Brown LLP   
     
 

 

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