-----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, TepF4nx1+qKUImokZeUkbUEuB9IMjvWmnH+28FYdzcKURcqKYacV2osJKAmzM5DC yY4ZLhF9/c4Qx1eIOqwXMg== 0000950123-08-001933.txt : 20080221 0000950123-08-001933.hdr.sgml : 20080221 20080221151015 ACCESSION NUMBER: 0000950123-08-001933 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080221 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080221 DATE AS OF CHANGE: 20080221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAIMLERCHRYSLER AUTO TRUST 2008-A CENTRAL INDEX KEY: 0001426785 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 207155962 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-138140-03 FILM NUMBER: 08632761 BUSINESS ADDRESS: STREET 1: 27777 INKSTER ROAD CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: (248) 427-6300 MAIL ADDRESS: STREET 1: 27777 INKSTER ROAD CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: DAIMLERCHRYSER AUTO TRUST 2008-A DATE OF NAME CHANGE: 20080211 8-K 1 y50143e8vk.htm FORM 8-K 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) February  21, 2008
DaimlerChrysler Auto Trust 2008-A
 
(Exact name of Issuing Entity as specified in its charter)
DaimlerChrysler Financial Services Americas LLC
(Exact name of Sponsor and Depositor as specified in its charter)
         
State of Delaware   333-138140-03   20-7155962
 
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
c/o BNYM (Delaware) as owner trustee, White
Clay Center, Route 273, Newark, Delaware
  19711
 
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (302) 283-8905
 
(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))
 
 

 


 

Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
  (a)   Not applicable.
 
  (b)   Not applicable.
 
  (c)   Not applicable.
 
  (d)   Exhibits:
  5.1   Legality Opinion of Milbank, Tweed, Hadley & McCloy LLP.
 
  8.1   Tax Opinion of Milbank, Tweed, Hadley & McCloy LLP.
 
  23.1   Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibits 5.1 and 8.1).

2


 

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.
         
  DAIMLERCHRYSLER FINANCIAL SERVICES
AMERICAS LLC
 
 
  By:   /s/  David Nelson  
    David Nelson  
    Vice President and Treasurer  
 
Date: February 21, 2008

3


 

EXHIBIT INDEX
         
Exhibit No.   Description
 
  5.1    
Legality Opinion of Milbank, Tweed, Hadley & McCloy LLP.
       
 
  8.1    
Tax Opinion of Milbank, Tweed, Hadley & McCloy LLP.
       
 
  23.1    
Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibits 5.1 and 8.1).

4

EX-5.1 2 y50143exv5w1.htm EX-5.1: LEGALITY OPINION OF MILBANK, TWEED, HADLEY & MCCLOY LLP EX-5.1
 

MILBANK, TWEED, HADLEY & McCLOY LLP
         
    1 CHASE MANHATTAN PLAZA    
LOS ANGELES       BEIJING
213-892-4000   NEW YORK, NY 10005-1413   (8610) 5123-5120
FAX: 213-629-5063                          FAX: (8610) 5123-5191
         
WASHINGTON, D.C.   212-530-5000   HONG KONG
202-835-7500       852-2971-4888
FAX: 202-835-7586   FAX: 212-530-5219   FAX: 852-2840-0792
         
LONDON       SINGAPORE
44-20-7615-3000       65-6428-2400
FAX: 44-20-7615-3100       FAX: 65-6428-2500
         
FRANKFURT       TOKYO
49-(0)69-71914-3400       813-3504-1050
FAX: 49-(0)69-71914-3500       FAX: 813-3595-2790
         
MUNICH        
49-89-25559-3600        
FAX: 49-89-25559-3700        
February 21, 2008
DaimlerChrysler Financial Services Americas LLC
27777 Inkster Road
Farmington Hills, Michigan 48334
Ladies and Gentlemen:
          We have acted as special New York counsel to DaimlerChrysler Auto Trust 2008-A (the “Issuer”), a Delaware statutory trust, for the purpose of rendering the opinions contained herein in connection with the Underwriting Agreement (the “Underwriting Agreement”) dated February 13, 2008 between DaimlerChrysler Financial Services Americas LLC (“DCFS”) and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Goldman, Sachs & Co., as representatives of the several underwriters (the “Underwriters”) relating to the sale of $75,000,000 principal amount of 3.40% Asset Backed Notes, Class A-2a (the “Class A-2a Notes”), $310,000,000 principal amount of Floating Rate Asset Backed Notes, Class A-2b (the “Class A-2b Notes”), $275,000,000 principal amount of 3.70% Asset Backed Notes, Class A-3a (the “Class A-3a Notes”), $190,000,000 principal amount of Floating Rate Asset Backed Notes, Class A-3b (the “Class A-3b Notes”), and $190,300,000 principal amount of 4.48% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes and the Class A-3b Notes, the “Offered Notes”). The Offered Notes will be issued pursuant to the Indenture dated as of February 1, 2008 (the “Indenture”) between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).
          In rendering the opinions expressed below, we have examined the Registration Statement on Form S-3 (Registration No. 333-138140) for the registration of the Offered Notes under the Securities Act of 1933, as amended (the “Act”), filed by DCFS with the Securities and Exchange Commission that became effective on November 15, 2006 (the “Registration Statement”) and such corporate records, certificates and other documents, and such questions of

 


 

law, as we have considered necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certificates of officers and representatives of the Issuer, DCFS, DaimlerChrysler Retail Receivables LLC and public officials and other documents as we have deemed necessary as a basis for such opinions.
          Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that each of the Offered Notes, when duly executed and delivered by the Issuer and duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture and delivered and paid for by the Underwriters pursuant to the Underwriting Agreement, will constitute the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its respective terms, in each case except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws relating to or affecting the rights of creditors generally and except as the enforceability of the Offered Notes is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing.
          To the extent that the obligations of the Issuer under the Offered Notes and the Indenture may be dependent upon such matters, we have assumed for purposes of this opinion that (i) the Indenture Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Indenture Trustee has been duly qualified to engage in the activities contemplated by the Indenture; (iii) the Indenture and the Offered Notes have been duly authorized, executed and delivered by each of the parties thereto; (iv) the Indenture constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms; (v) the Indenture Trustee is in compliance generally and with respect to acting as Indenture Trustee under the Indenture, with all applicable laws and regulations; and (vi) the Indenture Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.
          In connection with the foregoing opinions, we have also assumed that at the time of the issuance and delivery of the Offered Notes, there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Offered Notes and that the issuance and delivery of the Offered Notes, all of the terms of the Offered Notes and the performance by the Issuer of its obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuer and will not result in a default under or a breach of any agreement or instrument then binding upon the Issuer.

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          The foregoing opinions are limited to matters involving the Federal laws of the United States of America and the law of the State of New York, and we do not express any opinion as to the laws of any other jurisdiction.
          We hereby consent to the filing of this opinion as an exhibit to the report on Form 8-K dated February 21, 2008 (the “Form 8-K”) relating to the Issuer and the reference to us under the heading “Legal Opinions” in the Prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
          This opinion is furnished to you in connection with the filing of the Form 8-K, and is not be used, circulated, quoted or otherwise relied on for any other purpose. We disclaim any obligation to update anything herein for events occurring after the date hereof.
     
 
  Very truly yours,
 
   
 
  /s/ Milbank, Tweed, Hadley & McCloy LLP
 
   
 
  Milbank, Tweed, Hadley & McCloy LLP

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EX-8.1 3 y50143exv8w1.htm EX-8.1: TAX OPINION OF MILBANK, TWEED, HADLEY & MCCLOY LLP EX-8.1
 

         
 
  MILBANK, TWEED, HADLEY & McCLOY LLP    
 
       
LOS ANGELES
  1 CHASE MANHATTAN PLAZA   BEIJING
213-892-4000
  NEW YORK, NY 10005-1413   (8610) 5123-5120
FAX: 213-629-5063
      FAX: (8610) 5123-5191
 
                          
WASHINGTON, D.C.
  212-530-5000   HONG KONG
202-835-7500
  FAX: 212-530-5219   852-2971-4888
FAX: 202-835-7586
      FAX: 852-2840-0792
 
       
LONDON
      SINGAPORE
44-20-7615-3000
      65-6428-2400
FAX: 44-20-7615-3100
      FAX: 65-6428-2500
 
       
FRANKFURT
      TOKYO
49-(0)69-71914-3400
      813-3504-1050
FAX: 49-(0)69-71914-3500
      FAX: 813-3595-2790
 
       
MUNICH
       
49-89-25559-3600
       
FAX: 49-89-25559-3700
       
February 21, 2008
DaimlerChrysler Financial Services Americas LLC
27777 Inkster Road
Farmington Hills, Michigan 48334
Ladies and Gentlemen:
     We have acted as special New York counsel to DaimlerChrysler Auto Trust 2008-A (the “Issuer”), a Delaware statutory trust, for the purpose of rendering the opinions contained herein in connection with the Underwriting Agreement dated February 13, 2008 between DaimlerChrysler Financial Services Americas LLC (“DCFS”) and Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Goldman, Sachs & Co., as representatives of the several underwriters relating to the sale of $75,000,000 principal amount of 3.40% Asset Backed Notes, Class A-2a (the “Class A-2a Notes”), $310,000,000 principal amount of Floating Rate Asset Backed Notes, Class A-2b (the “Class A-2b Notes”), $275,000,000 principal amount of 3.70% Asset Backed Notes, Class A-3a (the “Class A-3a Notes”), $190,000,000 principal amount of Floating Rate Asset Backed Notes, Class A-3b (the “Class A-3b Notes”), and $190,300,000 principal amount of 4.48% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes and the Class A-3b Notes, the “Offered Notes”). The Offered Notes will be issued pursuant to the Indenture dated as of February 1, 2008 between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee.
     In rendering the opinions expressed below, we have examined the Registration Statement on Form S-3 (Registration No. 333-138140) for the registration of the Offered Notes under the Securities Act of 1933, as amended (the “Act”), filed by DCFS with the Securities and Exchange Commission that became effective on November 15, 2006 (the “Registration Statement”) and such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. In our

 


 

examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certificates of officers and representatives of the Issuer, DCFS, DaimlerChrysler Retail Receivables LLC and public officials, including a certification by DCFS dated February 21, 2008 with respect to certain factual matters, and other documents as we have deemed necessary as a basis for such opinions.
     Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that for United States federal income tax purposes, (i) the Issuer will not be treated as a corporation or publicly traded partnership taxed as a corporation and (ii) the Offered Notes will be characterized as indebtedness.
     The foregoing opinion is based on our interpretation of the law as in effect as of the date hereof including applicable statutes, regulations, case law and other official interpretations. We undertake no obligation to update these opinions or otherwise advise you in the event there is any change in law or relevant legal authorities or any change to the facts or assumptions on which these opinions are based. Moreover, our opinions can offer no assurance that the law will not develop adversely or that the Internal Revenue Service or a court of law will concur with the conclusions expressed herein. We express no opinion with respect to any matter of state or local tax law or any matter of tax law not explicitly addressed herein.
     We hereby consent to the filing of this opinion as an exhibit to the report on Form 8-K dated February 21, 2008 (the “Form 8-K”) relating to the Issuer and the reference to us under the heading “Legal Opinions” in the Prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
     This opinion is furnished to you in connection with the filing of the Form 8-K, and is not be used, circulated, quoted or otherwise relied on for any other purpose. We disclaim any obligation to update anything herein for events occurring after the date hereof.
         
  Very truly yours,
 
 
  /s/ Milbank, Tweed, Hadley & McCloy LLP    
  Milbank, Tweed, Hadley & McCloy LLP   
     
 

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