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): May 19, 2010

NISSAN AUTO LEASE TRUST 2010-A

(Exact name of Issuing Entity as specified in its charter with respect to the Notes)

NISSAN AUTO LEASING LLC II

(Exact name of Depositor as specified in its charter and Transferor of the SUBI Certificate to the Issuing Entity)

NISSAN-INFINITI LT

(Exact name of Issuer as specified in its charter with respect to the SUBI Certificate)

DELAWARE	333-147542-05	38-6909024
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)
ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE		37067
(Address of principal executive offices)		(Zip Code)

(615) 725-1127

(Registrant’s telephone number, including area code)

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))

TABLE OF CONTENTS

EX-5.1

EX-8.1

ITEM 8.01. OTHER EVENTS.

     The Depositor has filed a preliminary prospectus supplement, dated May 17, 2010, setting forth a description of the pool of closed-end Nissan and Infiniti leases, the related Nissan and Infiniti leased vehicles and related assets and the structure of $201,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $243,000,000 aggregate principal amount of the Class A-2 Asset Backed Notes, $256,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes, and $50,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Nissan Auto Lease Trust-2010-A.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

     The exhibit number corresponds with Item 601(a) of Regulation S-K.

Exhibit No.	Description
Exhibit 5.1	Opinion of Mayer Brown LLP, dated as of May 19, 2010, as to legality matters
Exhibit 8.1	Opinion of Mayer Brown LLP, dated as of May 19, 2010, as to certain 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: May 21, 2010	NISSAN AUTO LEASING LLC II
	By:	/s/ Christian Bauwens
		Name:	Christian Bauwens
		Title:	Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 5.1	Opinion of Mayer Brown LLP, dated as of May 19, 2010, as to legality matters
Exhibit 8.1	Opinion of Mayer Brown LLP, dated as of May 19, 2010, as to certain tax matters

EX-5.1

EXHIBIT 5.1

May 19, 2010	Mayer Brown LLP 350 South Grand Avenue 25th Floor Los Angeles, California 90071-1503
Nissan Auto Lease Trust 2010-A Nissan Auto Leasing LLC II Nissan Motor Acceptance Corporation One Nissan Way Franklin, Tennessee 37067	Main Tel +1 213 229 9500 Main Fax +1 213 625 0248 www.mayerbrown.com

Re: Nissan Auto Lease Trust 2010-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 offering of $201,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $243,000,000 aggregate principal amount of the Class A-2 Asset Backed Notes, $256,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes and $50,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes (collectively, the “Notes”) described in the preliminary prospectus supplement dated May 17, 2010, and the base prospectus dated May 17, 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”), and the rules or regulations promulgated thereunder. As described in the Preliminary Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2010-A, a Delaware statutory trust (the “Issuing Entity”), formed by the Depositor pursuant to a trust agreement between the Depositor and Wilmington Trust Company, as owner trustee. The Notes will be issued 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 Preliminary Prospectus.

     We have examined originals or copies, certified or otherwise identified to our satisfaction, of the organizational documents of the Depositor, Nissan Motor Acceptance Corporation, a California corporation (“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 Depositor, NMAC, the Issuing Entity 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 above captioned registration statement and the Preliminary Prospectus.

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown LLP

Nissan Auto Lease Trust 2010-A
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
May 19, 2010
Page 2

     Based upon the foregoing, we are of the opinion that:

     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.

     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 that we are “experts” within the meaning of the Act or the rules or regulations of the Commission 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 

EX-8.1

EXHIBIT 8.1

	Mayer Brown LLP
	350 South Grand Avenue
	25th Floor
	Los Angeles, California 90071-1503
May 19, 2010	Main Tel +1 213 229 9500
	Main Fax +1 213 625 0248
	www.mayerbrown.com

Nissan Auto Lease Trust 2010-A
Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
One Nissan Way
Franklin, Tennessee 37067

Re:	Nissan Auto Lease Trust 2010-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 limited liability company (the “Depositor”), in connection with the offering of $201,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $243,000,000 aggregate principal amount of the Class A-2 Asset Backed Notes, $256,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes and $50,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes (collectively, the “Notes”) described in the preliminary prospectus supplement dated May 17, 2010 (the “Preliminary Prospectus Supplement”), and the base prospectus dated May 17, 2010 (the “Base Prospectus” and together with the Preliminary Prospectus Supplement, 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”), and the rules or regulations promulgated thereunder. As described in the Preliminary Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2010-A, a Delaware statutory trust (the “Issuing Entity”), formed by the Depositor pursuant to a trust agreement (the “Trust Agreement”) between the Depositor and Wilmington Trust Company, as owner trustee. The Notes will be issued 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 Preliminary Prospectus.

     We hereby confirm that the statements set forth in the Base Prospectus and the Preliminary Prospectus Supplement forming part of the above captioned 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.

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia) and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Mayer Brown llp

Nissan Auto Leasing LLC II
Nissan Motor Acceptance Corporation
Nissan Auto Lease Trust 2010-A
May 19, 2010
Page 2

The opinion expressed above is 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 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 tax counsel for the Depositor, Nissan Motor Acceptance Corporation, a California corporation (“NMAC”) and the Issuing Entity and may be relied upon by you only in connection with the transactions contemplated by the Indenture or the Trust 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 with the Commission as Exhibit 8.1 to a Form 8-K filed in connection with the Preliminary Prospectus and to the use of our name therein, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Commission thereunder, with respect to any part of the above captioned registration statement or the Preliminary Prospectus, including this exhibit.

Respectfully submitted,
 

/s/ Mayer Brown LLP  

Mayer Brown LLP