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