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