S-4/A

As filed with the Securities and Exchange Commission on March 29, 2012

Registration No. 333-179829

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DELPHI AUTOMOTIVE PLC*

(Exact Name of Registrant as Specified in Its Charter)

Jersey	3714	98-1029562
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Courtney Road

Hoath Way

Gillingham, Kent ME8 0RU

United Kingdom

011-44-163-423-4422

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

KEVIN P. CLARK

Senior Vice President and Chief Financial

Officer

c/o Delphi Automotive Systems, LLC

5725 Delphi Drive

Troy, MI 48098

(248) 813-2000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

David M. Sherbin Senior Vice President, General Counsel, Secretary and Chief Compliance Officer c/o Delphi Automotive Systems, LLC 5725 Delphi Drive Troy, MI 48098 (248) 813-2000 Michael Kaplan Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

* Certain subsidiaries of Delphi Automotive PLC are also registrants and are identified on the following page.

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee(2)
5.875% Senior Notes due 2019	$500,000,000	100%	$500,000,000	$57,300
6.125% Senior Notes due 2021	$500,000,000	100%	$500,000,000	$57,300
Guarantees of 5.875% Senior Notes due 2019	(3)	(3)	(3)	(3)
Guarantees of 6.125% Senior Notes due 2021	(3)	(3)	(3)	(3)

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(f) under the Securities Act of 1933.

(2) Previously paid.

(3) No separate consideration will be received for the Guarantees of 5.875% Senior Notes due 2019 and Guarantees of 6.125% Senior Notes due 2021 being registered hereby. In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Delphi Corporation	Delaware		3714		27-0791190
Delphi Automotive LLP	England and Wales		3714		98-0643213
Delphi Automotive Holdings US Limited	Jersey		3714		98-0641314
Delphi Holdings, LLC	Delaware		3714		27-0791338
Delphi Holdfi UK Limited	England and Wales		3714		98-1014652
Delphi Financial Holdings, LLC	Delaware		3714		45-3164522
Delphi Automotive Systems, LLC	Delaware		3714		27-0791454
Delphi Connection Systems, LLC	Delaware		3714		27-0791639
Delphi International Services Company, LLC	Delaware		3714		27-0792069
Delphi Technologies, Inc.	Delaware		3714		38-3430681
Delphi Trade Management, LLC	Delaware		3714		27-0792170
Delphi Connection Systems Holdings LLC	Delaware		3714		27-1041870
Delphi Properties Management LLC	Delaware		3714		27-1042200
Delphi Global Real Estate Services, LLC	Michigan		3714		27-1413637
Delphi Medical Systems, LLC	Delaware		3714		27-0791552

* The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is c/o Delphi Automotive Systems, LLC 5725 Delphi Drive, Troy, MI 48098, Tel. (248) 813-2000.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-179829) is being filed solely to file the exhibits indicated in Item 21. No changes are made to the Prospectus contained in Part I of the Registration Statement on Form S-4 (File No. 333-179829) filed on March 1, 2012. Except in respect of Item 21, no other changes are made to Part II of the Registration Statement.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Delphi Corporation

Delphi Technologies, Inc.

Each of Delphi Corporation and Delphi Technologies, Inc. is a Delaware corporation. Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) enables a corporation to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of the director’s fiduciary duty, except:

• for any breach of the director’s duty of loyalty to the corporation or its stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or

• for any transaction from which the director derived an improper personal benefit.

In accordance with Section 102(b)(7) of the DGCL, the Certificate of Incorporation of Delphi Corporation includes a provision eliminating, to the fullest extent permitted by the DGCL, the liability of Delphi Corporation’s directors to Delphi Corporation or its stockholders for monetary damages for breach of fiduciary as director.

Section 145(a) of the DGCL empowers a corporation to indemnify any present or former director, officer, employee or agent of the corporation, or any individual serving at the corporation’s request as a director, officer, employee or agent of another organization, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director, officer, employee or agent had no reasonable cause to believe his or her conduct was unlawful.

The DGCL provides that the indemnification described above shall not be deemed exclusive of any other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise.

The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.

In accordance with Section 145(a) of the DGCL, each of Delphi Corporation’s Bylaws and Delphi Technologies, Inc.’s Bylaws provide that every person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or such person’s testator or intestate, is or was serving as a director or officer of or is or was serving at the request of the company as a director, officer, employee or agent

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of another corporation, partnership, joint venture, trust, or other enterprise, or as a member of any committee or similar body, shall be indemnified and held harmless to the fullest extent legally permissible under the DGCL against all expenses (including attorney’s fees), judgments, penalties, fines and amounts paid in settlement reasonably incurred by such person in connection with such action, suit or proceeding (including appeals) or the defense or settlement thereof or any claim, issue, or matter therein. Expenses incurred by a director or officer in defending such an action, suit or proceeding shall be paid by such company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay any amount if it is ultimately determined that such director or officer is not entitled to indemnification by such corporation as authorized by the relevant sections of the DGCL.

Delphi Holdings, LLC

Delphi Automotive Systems, LLC

Delphi Connection Systems, LLC

Delphi International Services Company, LLC

Delphi Medical Systems, LLC

Delphi Connection Systems Holdings LLC

Delphi Properties Management LLC

Delphi Trade Management, LLC

Each of Delphi Holdings, LLC, Delphi Automotive Systems, LLC, Delphi Connection Systems, LLC, Delphi International Services Company, LLC, Delphi Medical Systems, LLC, Delphi Connection Systems Holdings LLC, Delphi Properties Management LLC and Delphi Trade Management, LLC is a Delaware limited liability company (each, a “Delphi Delaware LLC”). Under the Limited Liability Company Operating Agreement of each of the Delphi Delaware LLCs, each Delphi Delaware LLC is required to indemnify, to the fullest extent permitted by Delaware law, the member, its affiliates and any of their respective officers, directors, employees, stockholders, partners (limited and/or general) managers, members, consultants or agents and each person acting in any such capacity for each such LLC, respectively, from and against any and all claims, and demands, whatsoever arising, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim and any tax imposed on such person) of any nature whatsoever, liquidated or unliquidated, that are incurred by such person and arise out of or in connection with the affairs of each such Delphi Delaware LLC, respectively.

Delphi Financial Holdings, LLC

Delphi Financial Holdings, LLC is a Delaware limited liability company. Under the Limited Liability Company Operating Agreement of Delphi Financial Holdings, LLC, Delphi Financial Holdings, LLC is required to indemnify, to the fullest extent permitted by Delaware law, the member, any manager or officer, respectively, for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith and on behalf of Delphi Financial Holdings, LLC and in a manner reasonably believed to be within the scope of the authority conferred on such person.

Delphi Automotive PLC

Delphi Automotive Holdings US Limited

Each of Delphi Automotive PLC and Delphi Automotive Holdings US Limited is a company organized under the laws of Jersey (each, a “Delphi Jersey Company”). Under each of their Articles of Association, each Delphi Jersey Company is required to indemnify every present and former “officer” (which refers to directors and officers) of such Delphi Jersey Company out of the assets of such Delphi Jersey Company against any loss or liability incurred by such officer by reason of being or having been such an officer. The extent of such indemnities shall be limited in accordance with the provisions of the Companies (Jersey) Law 1991, as amended.

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Delphi Automotive LLP

Delphi Automotive LLP is a limited liability partnership organized under the laws of England and Wales. Under Delphi Automotive LLP’s Fifth Amended and Restated LLP Agreement, Delphi Automotive LLP is required to indemnify every person who was or is made a party or is threatened to be made a party to or is involved in or participates as a witness with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was the managing Member, designated member, tax matters member or an officer, or is or was serving at the request of Delphi Automotive LLP as a manager, director, officer, employee, fiduciary or agent of another entity. The extent of such indemnities shall be limited in accordance with the provisions of the Limited Liability Partnership Act 2000 under the laws of England and Wales (as amended or replaced from time to time).

Delphi Holdfi UK Limited

Delphi Holdfi UK Limited is a private company incorporated under the laws of England and Wales. Under Delphi Holdfi UK Limited’s Articles of Association, the company is required to indemnify a relevant director of the company out of the company assets against (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company; (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act); and (c) any other liability incurred by that director as an officer of the company or an associated company.

Delphi Global Real Estate Services, LLC

Delphi Global Real Estate Services, LLC is a Michigan limited liability company. Under the Limited Liability Company Operating Agreement of Delphi Global Real Estate Services, LLC, Delphi Global Real Estate Services, LLC is required to indemnify, to the fullest extent permitted by Michigan law, the member, its affiliates and any of their respective officers, directors, employees, stockholders, partners (limited and/or general) managers, members, consultants or agents and each person acting in any such capacity for Delphi Global Real Estate Services, LLC, from and against any and all claims, and demands, whatsoever arising, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim and any tax imposed on such person) of any nature whatsoever, liquidated or unliquidated, that are incurred by such person and arise out of or in connection with the affairs of Delphi Global Real Estate Services, LLC.

The Registration Rights Agreement filed as Exhibit 1.1 to this Registration Statement provides for indemnification of directors and certain officers of the Issuer and the Guarantors by the holders of the Notes against certain liabilities.

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Item 21. Exhibits and Financial Statement Schedules

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Document
1.1	Registration Rights Agreement dated as of May 17, 2011 between Delphi Corporation, the guarantors listed in Schedule 1 thereto and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UniCredit Capital Markets LLC and Scotia Capital (USA) Inc., as Initial Purchasers(1)
3.1	Certificate of Incorporation of Delphi Corporation(1)
3.2	By-laws of Delphi Corporation(1)
3.3	Memorandum and Articles of Association of Delphi Automotive PLC(2)
3.4	Fifth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP(1)
3.5	Memorandum and Articles of Association of Delphi Automotive Holdings US Limited(1)
3.6	Articles of Association of Delphi Holdfi UK Limited(1)
3.7	Certificate of Formation of Delphi Holdings, LLC(1)
3.8	Amended and Restated Limited Liability Company Operating Agreement of Delphi Holdings, LLC(1)
3.9	Certificate of Formation of Delphi Automotive Systems, LLC(1)
3.10	Amended and Restated Limited Liability Company Operating Agreement of Delphi Automotive Systems, LLC(1)
3.11	Certificate of Formation of Delphi Connection Systems, LLC(1)
3.12	Amended and Restated Limited Liability Company Operating Agreement of Delphi Connection Systems, LLC(1)
3.13	Certificate of Formation of Delphi International Services Company, LLC(1)
3.14	Amended and Restated Limited Liability Company Operating Agreement of Delphi International Services Company, LLC(1)
3.15	Certificate of Formation of Delphi Medical Systems, LLC(1)
3.16	Amended and Restated Limited Liability Company Operating Agreement of Delphi Medical Systems, LLC(1)
3.17	Certificate of Formation of Delphi Connection Systems Holdings LLC(1)
3.18	Limited Liability Company Operating Agreement of Delphi Connection Systems Holdings LLC(1)
3.19	Certificate of Formation of Delphi Properties Management LLC(1)
3.20	Limited Liability Company Operating Agreement of Delphi Properties Management LLC(1)
3.21	Certificate of Incorporation of Delphi Technologies, Inc.(1)
3.22	Bylaws of Delphi Technologies, Inc.(1)
3.23	Certificate of Formation of Delphi Trade Management, LLC(1)
3.24	Amended and Restated Limited Liability Company Operating Agreement of Delphi Trade Management, LLC(1)

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Exhibit No.	Document
3.25	Certificate of Formation of Delphi Financial Holdings, LLC(1)
3.26	Limited Liability Company Operating Agreement of Delphi Financial Holdings, LLC(1)
3.27	Articles of Organization of Delphi Global Real Estate Services, LLC(1)
3.28	Limited Liability Company Operating Agreement of Delphi Global Real Estate Services, LLC(1)
4.1	Senior Notes Indenture, dated as of May 17, 2011, among Delphi Corporation, the guarantors party thereto, Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent (including forms of notes)(3)
5.1	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes and related guarantees(1)
5.2	Opinion of Carey Olsen*
5.3	Opinion of CMS Cameron McKenna LLP*
5.4	Opinion of Sean Corcoran*
10.1	Redemption Agreement between Delphi Automotive LLP and General Motors Holding LLC, dated as of March 31, 2011(3)
10.2	Rights Modification Agreement dated as of March 31, 2011, by and among Delphi Automotive LLP and each of the holders of Class B membership interests party thereto(3)
10.3	Amended and Restated Credit Agreement among Delphi Automotive LLP, as Parent, Delphi Holdings S.A.R.L., as Intermediate Holdco, Delphi Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., Barclays Bank plc and Deutsche Bank Trust Company Americas, as Co-Documentation Agents, and J.P. Morgan Securities LLC, as Sole Bookrunner and Sole Lead Arranger, dated as of May 17, 2011(3)
10.4	Form of Registration Rights Agreement(4)
10.5	First Amended and Restated Delphi Automotive LLP Board of Managers 2010 Class E-1 Interest Incentive Plan(5)
10.6	Form of Restricted Interest Grant Notice and Agreement(5)
10.7	First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.8	Form of Non-Officer Executive Participation Agreement pursuant to the Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.9	Form of Officer Participation Agreement pursuant to the Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.10	Form of Confidentiality and Noninterference Agreement pursuant to the Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.11	Form of Delphi Automotive LLP Letter re: Special Bonus for Initial Public Offering or Sale of the Company(5)
10.12	Delphi LLC Annual Incentive Plan(3)
10.13	Delphi Corporation Supplemental Executive Retirement Program(3)
10.14	Delphi Corporation Salaried Retirement Equalization Savings Program(3)
10.15	Delphi Automotive PLC Long Term Incentive Plan(5)
10.16	Form of Non-Employee Director RSU Award Agreement Pursuant to the Delphi Automotive PLC Long Term Incentive Plan(6)
10.17	Offer letter for Rodney O’Neal, dated October 2, 2009(3)
10.18	Offer letter for Ronald M. Pirtle, dated October 2, 2009(3)

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Exhibit No.	Document
10.19	Offer letter for James A. Spencer, dated October 2, 2009(3)
10.20	Offer letter for Jeffrey J. Owens, dated October 2, 2009(6)
10.21	Offer letter for Kevin M. Butler, dated October 2, 2009(6)
10.22	Offer letter for Kevin P. Clark, dated June 10, 2010(3)
10.23	Agreement and Release of Claims between Delphi Automotive PLC and Ronald M. Pirtle, dated December 1, 2011(6)
10.24	Form of Officer RSU Award Agreement pursuant to Delphi Automotive PLC Long Term Incentive Plan(7)
10.25	CEO RSU Award Agreement pursuant to Delphi Automotive PLC Long Term Incentive Plan(7)
10.26	Form of Officer RSU Award Agreement (including Continuity Incentive RSU Award) pursuant to Delphi Automotive PLC Long Term Incentive Plan(7)
12.1	Computation of Ratio of Earnings to Fixed Charges(7)
21.1	Subsidiaries of Delphi Automotive PLC(7)
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP*
23.3	Consent of LMC-Automotive (formerly known as J.D. Power & Associates)(1)
23.4	Consent of The Freedonia Group, Inc.(1)
24.1	Powers of Attorney(1)
25.1	Statement of Eligibility of Wilmington Trust Company, as Trustee, on Form T-1(1)
99.1	Form of Letter of Transmittal(1)
99.2	Form of Notice of Guaranteed Delivery(1)
99.3	Form of Letter to Clients(1)
99.4	Form of Letter to Nominees(1)
99.5	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner(1)

* Filed herewith.

(1) Filed with the Registration Statement on Form S-4 (File No. 333-179829) of Delphi Automotive PLC and the subsidiary registrants on March 1, 2012.

(2) Filed with the Registration Statement on Form 8-A (File No. 001-35346) of Delphi Automotive PLC on November 10, 2011.

(3) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on June 30, 2011.

(4) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on August 1, 2011.

(5) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on October 31, 2011.

(6) Filed with the Registration Statement on Form S-1 (File No. 333-179282) of Delphi Automotive PLC on February 1, 2012.

(7) Filed with the Annual Report on Form 10-K (File No. 001-35346) of Delphi Automotive PLC on February 17, 2012.

(b) The following financial statement schedule is included on page F-81 of the Registration Statement on Form S-4 (File No. 333-179829) filed on March 1, 2012:

Valuation and Qualifying Accounts and Reserves Schedule for the years ended December 31, 2011 and 2010, the period from August 19 to December 31, 2009 and the period from January 1 to October 6, 2009.

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Item 22. Undertakings

(a) The undersigned hereby undertakes:

(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on March 29, 2012.

DELPHI AUTOMOTIVE PLC
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Senior Vice President, General Counsel,
		Secretary and Chief Compliance Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Principal Executive Officer and Director	March 29, 2012
Rodney O’Neal
*	Principal Financial Officer	March 29, 2012
Kevin P. Clark
*	Principal Accounting Officer	March 29, 2012
Allan J. Brazier
*	Chairman	March 29, 2012
John A. Krol
*	Director	March 29, 2012
Gary L. Cowger
*	Director	March 29, 2012
Nicholas M. Donofrio
*	Director	March 29, 2012
Mark P. Frissora
*	Director	March 29, 2012
Rajiv L. Gupta
*	Director	March 29, 2012
J. Randall MacDonald
*	Director	March 29, 2012
Sean O. Mahoney

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Signature	Title	Date
*	Director	March 29, 2012
Michael McNamara
*	Director	March 29, 2012
Thomas W. Sidlik
*	Director	March 29, 2012
Bernd Wiedemann
*	Director	March 29, 2012
Lawrence A. Zimmerman

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ David M. Sherbin
	David M. Sherbin Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on March 29, 2012.

DELPHI AUTOMOTIVE LLP
By:	DELPHI AUTOMOTIVE PLC, its managing member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Senior Vice President, General Counsel,
		Secretary and Chief Compliance Officer

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on March 29, 2012.

DELPHI CORPORATION
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Vice President, General Counsel,
		Secretary and Chief Compliance Officer

DELPHI HOLDINGS, LLC
By:	DELPHI CORPORATION, its sole member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Vice President, General Counsel, Secretary and Chief Compliance Officer

DELPHI CONNECTION SYSTEMS, LLC DELPHI INTERNATIONAL SERVICES COMPANY, LLC DELPHI MEDICAL SYSTEMS, LLC
By:	DELPHI HOLDINGS, LLC, its sole member
By:	DELPHI CORPORATION, its sole member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Vice President, General Counsel,  Secretary and Chief Compliance Officer

DELPHI CONNECTION SYSTEMS HOLDINGS LLC
By:	DELPHI CONNECTION SYSTEMS, LLC, its sole             member
By:	DELPHI HOLDINGS, LLC, its sole member
By:	DELPHI CORPORATION, its sole member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Vice President, General Counsel, Secretary and Chief Compliance Officer

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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Principal Executive Officer	March 29, 2012
Rodney O’Neal
*	Principal Financial Officer and Director	March 29, 2012
Kevin P. Clark
*	Director	March 29, 2012
Kevin M. Butler
/s/ David M. Sherbin	Director	March 29, 2012
David M. Sherbin

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ David M. Sherbin
	David M. Sherbin Attorney-in-Fact

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on March 29, 2012.

DELPHI AUTOMOTIVE HOLDINGS US LIMITED
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Class A Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David M. Sherbin	Class A Director	March 29, 2012
David M. Sherbin
*	Class A Director	March 29, 2012
Keith D. Stipp

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the person identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ David M. Sherbin
	David M. Sherbin Attorney-in-Fact

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on March 29, 2012.

DELPHI HOLDFI UK LIMITED
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Class A Director

DELPHI FINANCIAL HOLDINGS, LLC
By:	DELPHI HOLDFI UK LIMITED, its sole   member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Class A Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David M. Sherbin	Class A Director	March 29, 2012
David M. Sherbin
*	Class A Director	March 29, 2012
Keith D. Stipp
*	Class B Director	March 29, 2012
Marc C. McGuire
*	Class B Director	March 29, 2012
Jean-Michel Paumier
*	Class B Director	March 29, 2012
Isabelle Vagne

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ David M. Sherbin
	David M. Sherbin Attorney-in-Fact

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on March 29, 2012.

DELPHI AUTOMOTIVE SYSTEMS, LLC
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Vice President, General Counsel,
		Secretary and Chief Compliance Officer

DELPHI TRADE MANAGEMENT, LLC
By:	DELPHI AUTOMOTIVE SYSTEMS, LLC, its sole           member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	Vice President, General Counsel, Secretary and Chief Compliance Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Principal Executive Officer	March 29, 2012
Rodney O’Neal
*	Principal Financial Officer	March 29, 2012
Kevin P. Clark

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the persons identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ David M. Sherbin
	David M. Sherbin Attorney-in-Fact

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on March 29, 2012.

DELPHI TECHNOLOGIES, INC.
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	General Counsel and Secretary

DELPHI PROPERTIES MANAGEMENT LLC
By:	DELPHI TECHNOLOGIES, INC.          its sole member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	General Counsel and Secretary

DELPHI GLOBAL REAL ESTATE SERVICES, LLC
By:	DELPHI PROPERTIES MANAGEMENT, LLC          its sole member
By:	DELPHI TECHNOLOGIES, INC.          its sole member
By:	/s/ David M. Sherbin
	Name:	David M. Sherbin
	Title:	General Counsel and Secretary

II-16

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David M. Sherbin	Director	March 29, 2012
David M. Sherbin
*	Director	March 29, 2012
Andrew Brown, Jr.

* The undersigned, by signing his name hereto, does execute this Registration Statement on behalf of the person identified above pursuant to a power of attorney previously filed in connection with this Registration Statement.

By:	/s/ David M. Sherbin
	David M. Sherbin Attorney-in-Fact

II-17

EXHIBIT INDEX

Exhibit No.	Document
1.1	Registration Rights Agreement dated as of May 17, 2011 between Delphi Corporation, the guarantors listed in Schedule 1 thereto and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, UniCredit Capital Markets LLC and Scotia Capital (USA) Inc., as Initial Purchasers(1)
3.1	Certificate of Incorporation of Delphi Corporation(1)
3.2	By-laws of Delphi Corporation(1)
3.3	Memorandum and Articles of Association of Delphi Automotive PLC(2)
3.4	Fifth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP(1)
3.5	Memorandum and Articles of Association of Delphi Automotive Holdings US Limited(1)
3.6	Articles of Association of Delphi Holdfi UK Limited(1)
3.7	Certificate of Formation of Delphi Holdings, LLC(1)
3.8	Amended and Restated Limited Liability Company Operating Agreement of Delphi Holdings, LLC(1)
3.9	Certificate of Formation of Delphi Automotive Systems, LLC(1)
3.10	Amended and Restated Limited Liability Company Operating Agreement of Delphi Automotive Systems, LLC(1)
3.11	Certificate of Formation of Delphi Connection Systems, LLC(1)
3.12	Amended and Restated Limited Liability Company Operating Agreement of Delphi Connection Systems, LLC(1)
3.13	Certificate of Formation of Delphi International Services Company, LLC(1)
3.14	Amended and Restated Limited Liability Company Operating Agreement of Delphi International Services Company, LLC(1)
3.15	Certificate of Formation of Delphi Medical Systems, LLC(1)
3.16	Amended and Restated Limited Liability Company Operating Agreement of Delphi Medical Systems, LLC(1)
3.17	Certificate of Formation of Delphi Connection Systems Holdings LLC(1)
3.18	Limited Liability Company Operating Agreement of Delphi Connection Systems Holdings LLC(1)
3.19	Certificate of Formation of Delphi Properties Management LLC(1)
3.20	Limited Liability Company Operating Agreement of Delphi Properties Management LLC(1)
3.21	Certificate of Incorporation of Delphi Technologies, Inc.(1)
3.22	Bylaws of Delphi Technologies, Inc.(1)
3.23	Certificate of Formation of Delphi Trade Management, LLC(1)
3.24	Amended and Restated Limited Liability Company Operating Agreement of Delphi Trade Management, LLC(1)

II-18

Exhibit No.	Document
3.25	Certificate of Formation of Delphi Financial Holdings, LLC(1)
3.26	Limited Liability Company Operating Agreement of Delphi Financial Holdings, LLC(1)
3.27	Articles of Organization of Delphi Global Real Estate Services, LLC(1)
3.28	Limited Liability Company Operating Agreement of Delphi Global Real Estate Services, LLC(1)
4.1	Senior Notes Indenture, dated as of May 17, 2011, among Delphi Corporation, the guarantors party thereto, Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as registrar, paying agent and authenticating agent (including forms of notes)(3)
5.1	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes and related guarantees(1)
5.2	Opinion of Carey Olsen*
5.3	Opinion of CMS Cameron McKenna LLP*
5.4	Opinion of Sean Corcoran*
10.1	Redemption Agreement between Delphi Automotive LLP and General Motors Holding LLC, dated as of March 31, 2011(3)
10.2	Rights Modification Agreement dated as of March 31, 2011, by and among Delphi Automotive LLP and each of the holders of Class B membership interests party thereto(3)
10.3	Amended and Restated Credit Agreement among Delphi Automotive LLP, as Parent, Delphi Holdings S.A.R.L., as Intermediate Holdco, Delphi Corporation, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., Barclays Bank plc and Deutsche Bank Trust Company Americas, as Co-Documentation Agents, and J.P. Morgan Securities LLC, as Sole Bookrunner and Sole Lead Arranger, dated as of May 17, 2011(3)
10.4	Form of Registration Rights Agreement(4)
10.5	First Amended and Restated Delphi Automotive LLP Board of Managers 2010 Class E-1 Interest Incentive Plan(5)
10.6	Form of Restricted Interest Grant Notice and Agreement(5)
10.7	First Amended and Restated Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.8	Form of Non-Officer Executive Participation Agreement pursuant to the Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.9	Form of Officer Participation Agreement pursuant to the Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.10	Form of Confidentiality and Noninterference Agreement pursuant to the Delphi Automotive LLP 2010 Management Value Creation Plan(5)
10.11	Form of Delphi Automotive LLP Letter re: Special Bonus for Initial Public Offering or Sale of the Company(5)
10.12	Delphi LLC Annual Incentive Plan(3)
10.13	Delphi Corporation Supplemental Executive Retirement Program(3)
10.14	Delphi Corporation Salaried Retirement Equalization Savings Program(3)
10.15	Delphi Automotive PLC Long Term Incentive Plan(5)
10.16	Form of Non-Employee Director RSU Award Agreement Pursuant to the Delphi Automotive PLC Long Term Incentive Plan(6)
10.17	Offer letter for Rodney O’Neal, dated October 2, 2009(3)
10.18	Offer letter for Ronald M. Pirtle, dated October 2, 2009(3)

II-19

Exhibit No.	Document
10.19	Offer letter for James A. Spencer, dated October 2, 2009(3)
10.20	Offer letter for Jeffrey J. Owens, dated October 2, 2009(6)
10.21	Offer letter for Kevin M. Butler, dated October 2, 2009(6)
10.22	Offer letter for Kevin P. Clark, dated June 10, 2010(3)
10.23	Agreement and Release of Claims between Delphi Automotive PLC and Ronald M. Pirtle, dated December 1, 2011(6)
10.24	Form of Officer RSU Award Agreement pursuant to Delphi Automotive PLC Long Term Incentive Plan(7)
10.25	CEO RSU Award Agreement pursuant to Delphi Automotive PLC Long Term Incentive Plan(7)
10.26	Form of Officer RSU Award Agreement (including Continuity Incentive RSU Award) pursuant to Delphi Automotive PLC Long Term Incentive Plan(7)
12.1	Computation of Ratio of Earnings to Fixed Charges(7)
21.1	Subsidiaries of Delphi Automotive PLC(7)
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP*
23.3	Consent of LMC-Automotive (formerly known as J.D. Power & Associates)(1)
23.4	Consent of The Freedonia Group, Inc.(1)
24.1	Powers of Attorney(1)
25.1	Statement of Eligibility of Wilmington Trust Company, as Trustee, on Form T-1(1)
99.1	Form of Letter of Transmittal(1)
99.2	Form of Notice of Guaranteed Delivery(1)
99.3	Form of Letter to Clients(1)
99.4	Form of Letter to Nominees(1)
99.5	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner(1)

* Filed herewith.

(1) Filed with the Registration Statement on Form S-4 (File No. 333-179829) of Delphi Automotive PLC and the subsidiary registrants on March 1, 2012.

(2) Filed with the Registration Statement on Form 8-A (File No. 001-35346) of Delphi Automotive PLC on November 10, 2011.

(3) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on June 30, 2011.

(4) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on August 1, 2011.

(5) Filed with the Registration Statement on Form S-1 (File No. 333-174493) of Delphi Automotive PLC on October 31, 2011.

(6) Filed with the Registration Statement on Form S-1 (File No. 333-179282) of Delphi Automotive PLC on February 1, 2012.

(7) Filed with the Annual Report on Form 10-K (File No. 001-35346) of Delphi Automotive PLC on February 17, 2012.

II-20

EX-5.2

Exhibit 5.2

Our Ref:             AMS/DNA/KAA1049519/0001/J5148995v5

Delphi Corporation

5725 Delphi Drive

Troy

Michigan 48098

USA

29 March 2012

Dear Sirs

Delphi Automotive PLC (“DA PLC”)

Delphi Automotive Holdings US Limited (“DAHUS”)

(together the “Companies”, and each a “Company”)

1. Documents opined on

We have been requested to provide our legal opinion on matters of Jersey law in relation to the following documents, of which we have examined scanned executed copies:-

1.1 the indenture dated as of May 17, 2011 between (1) Delphi Automotive LLP (“DA LLP”), (2) Delphi Corporation (the “Issuer”), (3) the other guarantors listed therein (including DAHUS), (4) Wilmington Trust Company (the “Trustee”) and (5) Deutsche Bank Trust Company Americas (the “Agent”) (the “Original Indenture”); and

1.2 the supplemental indenture dated as of November 22, 2011 between (1) DA PLC, (2) the Issuer, (3) DA LLP, (4) the Trustee and (5) the Agent (the “Original Indenture”) supplemental to the Original Indenture (the “Supplemental Indenture”).

The Original Indenture and the Supplemental Indenture are in this Opinion each referred to as a “Document” and together, the “Documents”.

OFFICES: JERSEY  •  GUERNSEY  •  LONDON
PARTNERS: Guy Coltman  •  Nicholas Crocker  •  Peter German William Grace  •  Michael Jeffrey  •  Nicolas Journeaux  •  John Kelleher Robert MacRae  •  Simon Marks  •  Paul Matthams  •  Robert Milner Daniel O’Connor  •  Alexander Ohlsson  •  Marcus Pallot Christopher Philpott  •  Edward Quinn  •  Siobhan Riley  •  Robin Smith Paul Sugden	47 Esplanade St Helier Jersey JE1 0BD	Telephone:     Facsimile:     E-mail:	+44(0) 1534 888900 +44(0) 1534 887744 info@careyolsen.com

Delphi Corporation

29 March 2012

Page 2

2. Other documents examined

We have examined all such other documents as we have considered necessary or advisable for the purpose of giving this Opinion, including the following:-

2.1 the Registration Statement on Form S-4 dated 1 March 2012 to be filed with the Securities and Exchange Commission in relation to the registration of 5.875% Senior Notes due 2019 and 6.125% Senior Notes due 2021 issued by the Issuer (the “Registration Statement”);

2.2 the public records of each Company on file and available for inspection at the office of the Registrar of Companies in Jersey on the date hereof (together the “Public Records”);

2.3 a copy of the Certificate of Incorporation and Memorandum and Articles of Association of each Company;

2.4 a certificate of a duly authorised signatory or director of each Company (the “Authorised Signatory’s Certificates”) relating to certain matters, together with, in each case, a copy of the minutes of a meeting of the board of managers or, as the case may be, directors of such Company (the “Minutes”) referred to therein relating to the Document to which such Company is a party; and

2.5 an opinion of Allen & Overy Luxembourg dated 17 May 2011 relating to, inter alia, the entry by DAHUS (when it was a company incorporated in Luxembourg) into the Original Indenture (the “Luxembourg Opinion”) together with a related reliance letter from Allen & Overy Luxembourg dated 29 February 2012, attached as Annex A hereto.

3. Assumptions

3.1 For the purposes of giving this Opinion we have relied on the following assumptions:-

3.1.1 that all parties other than the Companies have or had at the relevant time the capacity, power, authority and intention to enter into the documents to which they are a party and that such parties have duly authorised, executed and delivered those documents and that those documents have been dated;

3.1.2 the genuineness and authenticity of all signatures and seals on all documents and the completeness and conformity to original documents of all copies submitted to us;

Delphi Corporation

29 March 2012

Page 3

3.1.3 due compliance with all matters of the law of the State of New York, by which law the Documents are expressed to be governed and construed;

3.1.4 that there is no provision of the law or regulation of any jurisdiction other than Jersey which would have any adverse implication in relation to the opinions expressed hereunder;

3.1.5 due compliance with all matters of Luxembourg law with respect to DAHUS, in which jurisdiction DAHUS was incorporated at the time of authorisation and execution of the Original Indenture;

3.1.6 that all documents or information required to be filed or registered by or in relation to each Company at the office of the Registrar of Companies in Jersey have been filed and appear on the file there kept in respect of that Company;

3.1.7 the accuracy and completeness of each Authorised Signatory’s Certificate construed as if the expression “to the best of my knowledge and belief” or similar did not appear therein, and of all statements as to matters of fact contained in the documents referred to in paragraphs 1 and 2 above, as at the date of this Opinion; and

3.1.8 that in resolving that a Company enter into the Document to which it is party and the transaction(s) documented or contemplated thereby the directors or, as the case may be, managers of that Company were acting with a view to the best interests of that Company and were otherwise exercising their powers in accordance with their duties

Delphi Corporation

29 March 2012

Page 4

under all applicable laws and that each Company remains solvent (meaning that each Company will be able to discharge its liabilities as they fall due) after entering into the Documents and the transaction(s) documented or contemplated thereby.

3.2 We have not independently verified the above assumptions.

4. Opinion

On the basis of and subject to the above and the observations and qualifications below and subject to matters not disclosed to us we are of the following opinion:-

4.1 Each Company is duly incorporated and validly existing under the laws of Jersey.

4.2 Each Company has the corporate power and capacity to enter into the Document to which it is party and has taken the corporate and other action necessary under the laws of Jersey to authorise the acceptance and due execution of the Document to which it is party and the acceptance and performance of its obligations under the Document to which it is party.

4.3 Each Company has duly executed and delivered the relevant Document.

4.4 A search of the Public Records today revealed no evidence of any current resolutions for winding up or dissolution of either Company and no evidence of the appointment of any liquidator in respect of either Company or any of its assets.

4.5 The office of the Viscount in Jersey has confirmed in response to our enquiry made today that the property of neither Company has been declared to be en désastre.

5. Qualifications

The observations and qualifications referred to above are as follows:-

5.1 We offer no opinion on whether the execution of, or acceptance or performance of a Company’s obligations under, the Documents will or may result in the breach of or otherwise infringe any other agreement, deed or document (other than that Company’s Memorandum and Articles of Association) entered into by or binding on that Company.

5.2 The search of the Public Records referred to in paragraph 4.4 above is not conclusively capable of revealing whether or not:-

5.2.1 a winding up order has been made or a resolution passed for the winding up of a Company; or

Delphi Corporation

29 March 2012

Page 5

5.2.2 an order has been made or a resolution passed appointing a liquidator in respect of a Company,

as notice of these matters might not be filed with the Registrar of Companies in Jersey immediately and, when filed, might not be entered on the public record of the relevant Company immediately.

5.3 The enquiry at the office of the Viscount referred to in paragraph 4.5 above relates only to the property of a Company being declared to be en désastre. There is no formal procedure for determining whether a Company has otherwise become bankrupt as defined in the Interpretation (Jersey) Law 1954 as amended.

6. Governing law, limitations, benefit, disclosure and reliance

6.1 This Opinion shall be governed by and construed in accordance with the laws of Jersey and is limited to the matters expressly stated herein. This Opinion is limited to matters of Jersey law and practice as at the date hereof and we have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction. Insofar as this Opinion involves matters governed by the laws of Luxembourg, we have relied, without independent investigation, on the Luxembourg Opinion.We assume no obligation to advise you (or any other person), or undertake any investigations, as to any legal developments or factual matters arising after the date of this Opinion that might affect the opinions expressed herein.

6.2 We consent to the filing of a copy of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under section 7 of the US Securities Act of 1933, as amended (the “Securities Act”) or the rules and regulations promulgated by the US Securities and Exchange Commission under the Securities Act.

Yours faithfully

/s/ Carey Olsen

Carey Olsen

Delphi Corporation

29 March 2012

Page 6

ANNEX A

  To: Carey Olsen 47 Esplanade St. Helier Jersey JEI 0BD Avocats à la Cour 33 avenue J.F. Kennedy L-1855 Luxembourg PO Box 5017 L-1050 Luxembourg   Tel                    +352 4444 55 1 Fax                   +352 4444 55 222   Marc.feider@allenovery.com

Our ref                0064764-0000094 LU:4992558.3

Luxembourg, 29 February 2012

Reliance letter

Dear Sirs,

We acted in 2011 in connection with the Agreements (as defined in the Luxembourg Capacity Opinion (as defined below)) as legal advisers in the Grand Duchy of Luxembourg (Luxembourg) to Delphi Holdings S.à r.l., private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under number B 148.357 (the Company). We understand that the Company has since the issuance of the Luxembourg Capacity Opinion (itself as defined below) become a Jersey company named Delphi Automotive Holdings US Limited.

We had been required to issue a Luxembourg capacity opinion on 17 May 2011 (the Luxembourg Capacity Opinion). We attach a copy of the Luxembourg Capacity Opinion for the purposes of this letter only.

We understand that it is proposed that certain 5.875% Senior Notes due 2019 and certain 6.125% Senior Notes due 2021 issued by Delphi Corporation will be registered under the US Securities Act of 1933 (the Transaction). In the context of the Transaction, we understand that the United States Securities and Exchange Commission (SEC) requires a Jersey law capacity and due authorisation opinion in respect of the Company (the Jersey Capacity Opinion) to be filed together with the Form S-4 registration statement under the US Securities Act of 1933.

For the purposes of the Jersey Capacity Opinion that you will issue, we confirm that you may rely on the Luxembourg Capacity Opinion in relation to the Company’s capacity and due authorisation of the execution of the Agreements as if it had been originally made to you, on the basis that:

1.1 the Luxembourg Capacity Opinion refers to the position as at the date it was originally issued; and

1.2 we have taken no action to review or update the Luxembourg Capacity Opinion since the date it was originally issued.

This letter is given for your benefit only for the purpose of the issuance of the Jersey Capacity Opinion and may not be relied upon or disclosed for any other purpose.

We agree that this reliance letter may be attached to the Jersey Capacity Opinion as an annex.

Yours faithfully,

/s/ Marc Feider

Marc Feider

Avocat à la Cour

Partner

Annex: the Luxembourg Capacity Opinion

[ALLEN & OVERY LUXEMBOURG LETTERHEAD]

To: J.P. Morgan Securities LLC, Citigroup Global Markets Inc.,

Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith

Incorporated, Deutsche Bank Securities Inc., Credit Suisse

Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley

& Co. Incorporated, Scotia Capital (USA) Inc. and UniCredit

Capital Markets LLC (together the Addressees)

Our ref                 0101069-0000001 LU:4247520.4

Luxembourg, 17 May 2011

Capacity opinion

Dear Sirs,

1. We have acted as legal advisers in the Grand Duchy of Luxembourg (Luxembourg) to Delphi Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) (the Register) under number B 148.357 (the Company), in connection with the Agreements (as defined below).

This legal opinion addresses certain matters relating to the Addressees and has been addressed to them in connection with these matters. In this regard, we note that we have not advised the Addressees on the contents of the Agreements (as defined below) and we have not assisted the Addressees in any way in relation to the negotiation of the Agreements or the transactions contemplated thereby. This legal opinion will therefore not necessarily address all the concerns or interests of the Addressees. We exceptionally accept addressing this legal opinion to the Addressees solely in relation to the matters opined on herein, but the giving of this legal opinion is not to be taken as implying that we owe the Addressees any duty of care in relation to the Agreements, the transactions contemplated by the Agreements or its commercial or financial implications. Notwithstanding the provision of this legal opinion, we expressly reserve the right to represent and advise the Company (if the Company so requests) in relation to any matters affecting the Agreements at any time now or in the future (whether or not separate legal advisors are retained on any such matters by the Addressees) and the fact that we have provided this legal opinion to the Addressees shall not cause us any conflict of interests in relation to the giving of any such advice. We shall have no obligation to advise the Addressees in the future on any of the matters referred to in this legal opinion.

2. We have examined, to the exclusion of any other document, copies of the documents listed below:

2.1. a copy of the restated articles of association (statuts coordonnés) of the Company as at 25 November 2009 (the Articles);

2.2. a negative certificate (certificat négatif) issued by the Register in respect of the Company, dated 17 May 2011, stating that on the day immediately prior to the date of issuance of the negative certificate, there were no records at the Register of any court order regarding, amongst others, a (i) bankruptcy adjudication against the Company, (ii) reprieve from payment (sursis de paiement), (iii) controlled management (gestion contrôlée) or (iv) composition with creditors (concordat préventif de faillite) (the Certificate);

2.3. a scanned copy of the written resolutions taken by the board of managers of the Company on 9 May 2011 (the Resolutions);

2.4. a purchase agreement governed by the laws of the State of New York dated 10 May 2011 entered into by and between, Delphi Corporation (the Issuer), the Company, the other guarantors listed in Schedule

2 of the Purchase Agreement (together with the Company, the Guarantors), J.P. Morgan Securities LLC, as Representative (as defined therein) and the initial purchasers listed in Schedule 1 thereof (the Initial Purchasers) (the Purchase Agreement);

2.5. an indenture governed by the laws of the State of New York dated 17 May 2011, entered into by and between, the Issuer, the Guarantors, Wilmington Trust Company, as Trustee and Deutsche Bank Trust Company Americas, as Registrar, Paying Agent and Authenticating Agent (the Indenture); and

2.6. a registration rights agreement governed by the laws of the State of New York, dated 17 May 2011, entered into by and between the Issuer, the Guarantors and the Initial Purchasers (the Registration Agreement).

The documents listed in paragraphs 2.4, 2.5 and 2.6 (inclusive) above are herein collectively referred to as Agreements in this legal opinion. The term “Agreements” includes, for the purposes of paragraphs 3. and 5. below, any document in connection therewith.

3. In giving this legal opinion, we have assumed, and we have not verified independently:

3.1. the genuineness of all signatures, stamps and seals, the completeness and conformity to the originals of all the documents submitted to us as certified, photostatic, faxed, scanned or e-mailed copies or specimens and the authenticity of the originals of such documents and that the individuals purported to have signed have in fact signed (and had the general legal capacity to sign) these documents;

3.2. that all factual matters and statements relied upon or assumed herein were, are and will be (as the case may be) true, complete and accurate on the date of execution of the Agreements;

3.3. that all authorisations, approvals and consents of any country (other than Luxembourg) which may be required in connection with the execution, delivery and performance of the Agreements have been or will be obtained;

3.4. that the place of the central administration (siège de l’administration centrale), the principal place of business (principal établissement) and the centre of main interests (as defined in Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings, as amended (the EU Insolvency Regulation)) of the Company are located at the place of its registered offices (siège statutaires) in Luxembourg and that the Company has no establishment (as such term is defined in the EU Insolvency Regulation) outside Luxembourg;

3.5. that the Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended;

3.6. that the entry into and performance of the Agreements are for the corporate benefit (intérêt social) of the Company;

3.7. that no steps have been taken pursuant to any insolvency, bankruptcy, liquidation or equivalent or analogous proceedings to appoint an administrator, bankruptcy receiver, insolvency officer or liquidator over the Company or its assets and that no voluntary or judicial winding-up or liquidation of the Company has been resolved or become effective at the date hereof. In respect of the Company, we refer to the Certificate;

3.8. that there are no provisions of the laws of any jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion;

3.9. that the Agreements have in fact been signed by David M. Sherbin in his capacity as A manager of the Company;

3.10. that the Articles have not been modified since the date referred to in paragraph 2.1 above;

3.11. that all managers signed the Resolutions; the Resolutions have not been amended, rescinded, revoked or declared null and void and each member of the board of managers of the Company has carefully considered the entry into and performance of the Agreements before signing the Resolutions;

4. Based upon, and subject to, the assumptions made above and the qualifications set out below and subject to any matters not disclosed to us, we are of the opinion that, under the laws of Luxembourg in effect, and as construed and applied by the Luxembourg courts, on the date hereof:

4.1. Status

The Company is a private limited liability company (société à responsabilité limitée) formed for an unlimited duration and legally existing under the laws of Luxembourg.

4.2. Power, authority and authorisation

The Company has the corporate power and authority to enter into and perform the obligations expressed to be assumed by it under the Agreements and has taken all necessary corporate actions to authorise the execution of the Agreements.

4.3. Execution

The Agreements have been duly executed on behalf of the Company.

4.4. Non-conflict

The execution, delivery and performance by the Company, and the compliance with the terms, of the Agreements do not violate any applicable law of Luxembourg relating to private limited liability companies generally or the Articles.

4.5. Certificate

According to the Certificate, on the day immediately prior to the issuance of the Certificate, no court order has been recorded with the Register pursuant to which the Company had been adjudicated bankrupt (faillite), or become subject to, or benefited from, a reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) or composition with creditors (concordat préventif de faillite).

4.6. Consents

No authorisations, approvals, licenses, filings, registrations or other requirements of any authority in Luxembourg are required in connection with the entry by the Company into the Agreements.

5. The above opinions are subject to the following qualifications:

5.1. The rights and obligations of the Company may be affected or limited by, the provisions of any applicable bankruptcy (faillite), insolvency, liquidation, reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), composition with creditors (concordat préventif de faillite), reorganisation proceedings or similar Luxembourg or foreign law proceedings or regimes affecting the rights of creditors generally.

5.2. A search at the Register is not capable of conclusively revealing whether a (and the Certificate does not constitute conclusive evidence that no) winding-up resolution or petition, or an order adjudicating or declaring a, or a petition or filing for, bankruptcy or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), composition with creditors (concordat préventif de faillite) or judicial liquidation or similar action has been adopted or made.

5.3. The corporate documents of, and relevant court orders affecting, a Luxembourg company (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a

receiver or similar officer) may not be held at the Register immediately and there is generally a delay in the relevant document appearing on the files regarding the company concerned. Furthermore, it cannot be ruled out that the required filing of documents has not occurred or that documents filed with the Register may have been mislaid or lost. In accordance with Luxembourg company law, changes or amendments to corporate documents to be filed at the Register will be effective (opposable) vis-à-vis third parties only as of the day of their publication in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations) unless the company proves that the relevant third parties had prior knowledge thereof.

5.4. We express no tax opinion whatsoever in respect of the Company or the tax consequences of the transactions contemplated by the Agreements. We express no opinion on matters of fact.

5.5. We express no opinion whatsoever on the legal validity and the enforceability of the Agreements.

6. This legal opinion is as of this date and we undertake no obligation to update it or advise of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be, implied or inferred herefrom.

7. This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg law and that any action or claim in relation to it can only be brought exclusively before the courts of Luxembourg.

Luxembourg legal concepts are expressed in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. It should be noted that there are always irreconcilable differences between languages making it impossible to guarantee a totally accurate translation or interpretation. In particular, there are always some legal concepts which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely satisfactory translation or interpretation because the vocabulary is missing from the language. We accept no responsibility for omissions or inaccuracies to the extent that they are attributable to such factors.

This legal opinion is given to you exclusively in connection with the Agreements and may not be relied upon by you for any other purpose. You may not give copies of this legal opinion to others, or enable or allow any person or persons to quote, rely upon or otherwise use part or all of this legal opinion without our prior written permission. Notwithstanding the foregoing, the Trustee and the Registrar, Paying Agent and Authenticating Agent may rely on the opinions set forth in paragraphs 4.1, 4.2 and 4.3 above.

Yours faithfully,

/s/ Pierre Schleimer

Pierre Schleimer

Advocat à la Cour

Partner

EX-5.3

Exhibit 5.3

    Delphi Corporation (the “Company”) Buildings A&B 5725 Delphi Drive Troy Michigan MI 48098 USA CMS Cameron McKenna LLP   Mitre House 160 Aldersgate Street London EC1A 4DD   Tel +44(0)20 7367 3000 Fax +44(0)20 7367 2000   DX 135316 BARBICAN 2

Our Ref: MIMR/NZE 131752.00004 29 March 2012

Dear Sirs

Delphi Automotive LLP

Delphi Holdfi UK Limited

(each an “English Guarantor” and together the “English Guarantors”)

1. Introduction

We have acted as legal advisers in England and Wales to the English Guarantors and have been asked to provide you with a legal opinion on English law matters in connection with the offer (the “Exchange Offer”) to exchange:

(a) up to $500,000,000 of the Company’s new 5.875% Senior Notes due 2019 for up to $500,000,000 of the Company’s existing 5.875% Senior Notes due 2019 (which will be guaranteed by, amongst others, the English Guarantors pursuant to the New York Law Documents); and

(b) up to $500,000,000 of the Company’s new 6.125% Senior Notes due 2021 for up to $500,000,000 of the Company’s existing 6.125% Senior Notes due 2021 (which will be guaranteed by, amongst others, the English Guarantors pursuant to the New York Law Documents), pursuant to a registration statement on Form S-4 (the “Prospectus”) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on 1 March 2012, as amended 29 March 2012 (the “Registration Statement”).

UK—72034073.5

CMS Cameron McKenna LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is a body corporate which uses the word "partner" to refer to a member or an employee or consultant with equivalent standing and qualifications. A list of members and their professional qualifications is open to inspection at the registered office, Mitre House, 160 Aldersgate Street, London EC1A 4DD. Members are either solicitors or registered foreign lawyers. Regulated by the Solicitors Regulation Authority.

CMS Cameron McKenna LLP is a member of the CMS alliance of independent European law firms.

CMS offices and associated offices: Amsterdam, Berlin, Brussels, London, Madrid, Paris, Rome, Vienna, Zurich, Aberdeen, Algiers, Antwerp, Arnhem, Beijing, Belgrade, Bratislava, Bristol, Bucharest, Budapest, Buenos Aires, Casablanca, Cologne, Dresden, Dusseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig, Ljubljana, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, New York, Prague, Sao Paulo, Sarajevo, Seville, Shanghai, Sofia, Strasbourg, Stuttgart, Utrecht, Warsaw and Zagreb.

The members of CMS are in association with The Levant Lawyers with offices in Beirut, Abu Dhabi, Dubai and Kuwait.

Notice: the firm does not accept service by e-mail of court proceedings, other processes or formal notices of any kind without specific prior written agreement.

2. Terminology

In this opinion letter:

2.1 “New York Law Documents” means:

2.1.1 the New York law governed indenture dated as of 17 May 2011 between, amongst others, (1) Delphi Automotive LLP, (2) Delphi Corporation (as issuer), (3) the Guarantors (as defined therein) and (4) J.P. Morgan Securities LLC as representative of the Initial Purchasers (as defined therein); and

2.1.2 the New York law governed supplemental indenture dated as of 30 December 2011 between (1) Delphi Holdfi UK Limited (as the guaranteeing party), Wilmington Trust Company (as trustee) and Deutsche Bank Trust Company Americas (as authenticating agent, registrar and paying agent).

Terms defined in the Indenture shall, unless otherwise defined herein, have the same meanings when used in this opinion letter.

3. Documents Examined

For the purpose of giving this opinion we have examined the following documents:

3.1 a copy of each of the New York Law Documents and pdf copies of the executed signature pages;

3.2 a certificate of the Secretary of Delphi Automotive LLP dated 17 May 2011 attaching:

3.2.1 a copy of the Delaware law governed third Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP dated as of 26 April 2011 (the “Partnership Agreement”), certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011;

3.2.2 a copy of the Certificate of Incorporation of a Limited Liability Partnership dated 19 August 2009, together with a Certificate of Incorporation on Change of Name of a Limited Liability Partnership dated 8 October 2009 each in relation to Delphi Automotive LLP, certified by the Secretary of Delphi Automotive LLP as up to date on 17 May 2011;

3.2.3 a copy of the written resolutions dated 3 May 2011 adopted by Delphi Automotive LLP’s Board of Managers approving, amongst other things, the execution and delivery of the Indenture, certified by the Secretary of the Delphi Automotive LLP as true, complete and up to date on 17 May 2011;

3.2.4 a copy of the signatures of the authorized signatories of Delphi Automotive LLP as at the date of execution of the Indenture, certified by the Secretary of Delphi Automotive LLP as true and correct on 17 May 2011;

3.2.5 a copy of the certificate of “good standing” in respect of Delphi Automotive LLP issued by the Registrar of Companies at Companies House on the date hereof;

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3.3 a certificate of the Secretary of Delphi Holdfi UK Limited dated 1 March 2012, attaching:

3.3.1 a copy of the Certificate of Incorporation of a Limited Company dated 30 June 2011 together with a Certificate of Incorporation on Change of Name dated 19 August 2011 and the Articles of Association (together the “Constitutional Documents”) of Delphi Holdfi UK Limited taken from the results of our online searches of the public records on file and available for inspection at Companies House referred to in paragraph 3.5 below, certified by the Secretary of Delphi Holdfi UK Limited as up to date on 1 March 2012;

3.3.2 a copy of the written resolutions dated 23 December 2011 adopted by Delphi Holdfi UK Limited’s Board of Directors approving, amongst other things the execution and delivery of the Supplemental Indenture, certified by the Secretary of Delphi Holdfi UK Limited as true, complete and up to date on 1 March 2012;

3.3.3 a copy of the signatures of the authorized signatories of Delphi Holdfi UK Limited, certified by the Secretary of Delphi Holdfi UK Limited as true and correct on 1 March 2012; and

3.3.4 a copy of the certificate of “good standing” in respect of Delphi Holdfi UK Limited issued by the Registrar of Companies at Companies House on 1 March 2012;

3.4 the results of our online search on 27 February 2012 of the public records of each English Guarantor on file and available for inspection at Companies House which we updated on the date hereof and the results of a telephone search made by us with respect to each English Guarantor at the Central Index of Winding-Up Petitions on the date hereof at 10 am (together the “Searches”).

4. Assumptions

In considering the documents referred to above we have assumed:

4.1 the genuineness of all signatures and seals on the New York Law Documents and that any signature or execution pages on which any such signatures and/or seals appear physically formed part of complete and final versions of those documents at the time of signing and/or sealing;

4.2 the accuracy and completeness of all facts stated in any such documents and of all representations and warranties given by or in respect of any party to the New York Law Documents (except insofar as they relate to matters of law on which we expressly opine in this opinion letter);

4.3 the authenticity and completeness of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us in electronic form or as photocopies or facsimile transmitted copies or other copies of originals and the authenticity and completeness of the originals from which such copies were taken;

4.4 that Delphi Automotive LLP was carrying on business in accordance with the Partnership Agreement on the date of execution of the Indenture;

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4.5 the lack of bad faith and the absence of fraud, coercion, duress or under influence on the part of any party to the New York Law Documents and/or its directors, employees, agents and advisers;

4.6 that the parties to the Partnership Agreement had the capacity and power to enter into the Partnership Agreement, that the Partnership Agreement was duly authorised by and duly executed and delivered by or on behalf of each of the parties to it in the form examined by us (and we have relied upon the certified copy of the Partnership Agreement referred to in Paragraph 3.2.1 above) and that the Partnership Agreement creates legal, valid, binding and enforceable obligations under the laws of Delaware by which it is expressed to be governed;

4.7 that the certificates of the Secretary of each English Guarantor referred to in Paragraphs 3.2 and 3.3 above are correct in all respects and do not fail to disclose any matters which had they been disclosed would be material in connection with the giving of the opinions contained in this opinion letter, and there have been no changes to the matters referred to in that certificate;

4.8 that the written resolutions adopted by Delphi Automotive LLP’s Board of Managers, referred to in Paragraph 3.2.3 above were duly passed in accordance with the notice, quorum, voting and other similar terms of the Partnership Agreement and that any provisions contained in any relevant law or regulation relating to the declaration of members’ interests were duly observed in relation to the resolutions referred to above and that no member of Delphi Automotive LLP acted in breach of his duty in voting on any of the resolutions or members consents;

4.9 that the written resolutions adopted by Delphi Holdfi UK Limited’s Board of Directors, referred to in Paragraph 3.3.3 above were duly passed in accordance with the notice, quorum, voting and other similar requirements of the Companies Act 2006 and the Constitutional Documents;

4.10 that each New York Law Document has, in fact, been delivered by or on behalf of each English Guarantor and no New York Law Document is subject to any escrow or similar arrangement;

4.11 that in entering into the New York Law Documents, each English Guarantor did so in good faith and for the purpose of carrying on their businesses and at the time that the New York Law Documents were entered into there were reasonable grounds for the members of each English Guarantor to believe that the transactions to which the New York Law Documents relate, and the execution and delivery by each English Guarantor of the New York Law Documents and the exercise of its rights and the performance of its obligations thereunder, would materially benefit each English Guarantor and be likely to promote its success for the benefit of its members as a whole;

4.12 that at the time the New York Law Documents were executed, neither English Guarantor had passed a voluntary winding-up resolution, that no petition had been presented to or order made by a court for the winding up or dissolution of either English Guarantor, that no application had been made to a court, and no order had been made by the court, for an administration order in respect of either English Guarantor, that no appointment of an administrator and no notice of an intention to appoint an administrator had been made out of court or been given or filed with the court in respect of either English Guarantor and that no receiver, trustee, administrator, provisional liquidator, administrative receiver or similar officer had been appointed in relation to either English Guarantor or any of its assets or revenues. However, we note that the New York Law Documents were entered into more than two months ago and typically any such appointments or actions would have been disclosed by the searches of the type described in paragraph 3.4 above had they been made two months thereafter and we can confirm that none of the same are disclosed by the Searches;

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4.13 that the information disclosed in the Searches was correct and complete and remains correct and complete as at the date of this opinion letter. It should be noted, however, that the Searches may not reveal whether any of the matters referred to in paragraph 4.12 above have occurred;

4.14 that none of the parties is or will be seeking to achieve any purpose not apparent from the New York Law Documents which might render any of the New York Law Documents illegal, void or unenforceable;

4.15 that there are no provisions of the laws of any country or jurisdiction outside England which would have any implications for the opinions we express.

Our opinion is confined to, and given on the basis of, English law as applied by the English courts at the date of this opinion letter and we have made no investigation of the laws of any country or jurisdiction other than England (and, in particular, we have not made any investigation of the laws of New York) and we do not express or imply any opinion thereon. Furthermore we do not express any opinion on European Union law as it affects any jurisdiction other than England (and, for this purpose, we have assumed that all statutory instruments and/or regulations made in England in purported implementation of any directive have been duly made in accordance with that directive and are valid in all respects under English law). The opinions given in this opinion letter are strictly limited to the matters stated in Paragraph 5 below and do not extend to and are not to be read as extending by implication to any other matters in connection with the New York Law Documents. We express no opinion as to matters of fact.

This opinion letter and all non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law as at the date of this opinion letter.

5. Opinions

Based upon and subject to the foregoing and subject to the reservations, qualifications and observations set out in Paragraph 6 below and to any matters not disclosed to us, we are of the opinion that:

5.1 Delphi Automotive LLP is a limited liability partnership duly incorporated and registered under the laws of England;

5.2 Delphi Holdfi UK Limited is a limited liability company duly incorporated and registered under the laws of England;

5.3 each of the New York Law Documents has been duly executed and delivered by or on behalf of the English Guarantors; and

5.4 each English Guarantor had the corporate power to enter into and to perform its respective obligations under the New York Law Documents as at the date of execution of the relevant New York Law Document and as at such date had taken all necessary corporate action to authorise the execution and delivery of, and the performance by it of its obligations under each of the New York Law Documents.

6. Qualifications

The opinions expressed in this opinion letter are subject to matters of public policy, rules of equity, the law relating to fraud, fundamental mistake and misrepresentation and all bankruptcy, insolvency, liquidation, administration, moratorium, arrangement, reorganisation and other laws relating to or affecting the rights of creditors.

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This opinion letter is addressed for your benefit in connection with the New York Law Documents and in particular, in connection with the Exchange Offer.

Without prejudice to the preceding paragraph, Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to them, and this opinion may be filed as an exhibit to the Registration Statement.

This opinion letter is given by CMS Cameron McKenna LLP which assumes liability, and is responsible, for it. No individual owes or shall owe any duty of care to any person for this opinion letter.

Yours faithfully

/s/ CMS Cameron McKenna LLP

CMS Cameron McKenna LLP

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EX-5.4

Exhibit 5.4

March 29, 2012                

Delphi Corporation

5725 Delphi Drive

Troy, MI 48098

Ladies and Gentlemen:

I am Deputy General Counsel to Delphi Corporation, a Delaware corporation (the “Company”), and the Company’s subsidiaries that guarantee the Notes (as defined below), and have acted as counsel in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $500,000,000 aggregate principal amount of its 5.875% Senior Notes due 2019 (the “New 2019 Notes”) for any and all of the Company’s outstanding 5.875% Senior Notes due 2019 (the “Old 2019 Notes”) and to exchange up to $500,000,000 aggregate principal amount of the Company’s 6.125% Senior Notes due 2021 (the “New 2021 Notes” and together with the New 2019 Notes, the “New Notes”) for any and all of the Company’s outstanding 6.125% Senior Notes due 2021 (the “Old 2021 Notes” and together with the Old 2019 Notes, the “Old Notes” and together with the New Notes, the “Notes”) pursuant to a registration statement on Form S-4 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on the date hereof. This opinion is furnished to you in connection therewith. The Old Notes are guaranteed, and the New Notes will be guaranteed, by each of the Guarantors (as defined below) pursuant to the terms of the Indenture (as defined below).

In connection with this opinion, I have examined or caused to be examined originals or copies, certified or otherwise identified to my satisfaction, of the following documents:

(1) The Indenture dated as of May 17, 2011 (as supplemented as of the date hereof, the “Indenture”) among the Company, each of the guarantors party thereto (the “Guarantors”), Wilmington Trust Company, as trustee and Deutsche Bank Trust Company Americas, as registrar and paying agent;

(2) The Articles of Organization of Delphi Global Real Estate Services, LLC (the “Michigan Guarantor”) issued by the Michigan Department of Energy, Labor and Economic Growth, Bureau of Commercial Services, on December 2, 2009;

(3) The Limited Liability Company Operating Agreement of the Michigan Guarantor, dated as of December 2, 2009 (as amended by the First Amendment to the Limited Liability Company Operating Agreement, made as of April 22, 2010);

(4) The Unanimous Written Consent of the Sole Member of the Michigan Guarantor, dated as of May 10, 2011; and

(5) The good standing certificate of the Michigan Guarantor, issued by the Michigan Department of Energy, Labor and Economic Growth on March 29, 2012.

In addition, I have examined such other documents as I have deemed appropriate as the basis for the opinions hereinafter set forth.

Based on the foregoing, and subject to the qualifications, limitations and assumptions stated herein, in my opinion:

1. The Michigan Guarantor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and has all requisite power and authority to carry on its business as now conducted and to own and lease its property.

2. The Michigan Guarantor has the limited liability company power to execute, deliver and perform the Indenture.

3. The execution and delivery by the Michigan Guarantor of the Indenture, and the performance by the Michigan Guarantor of the Indenture (a) have been duly authorized by all necessary limited liability company action on the part of the Michigan Guarantor and (b) do not violate (i) the Articles of Organization or the Limited Liability Company Operating Agreement of the Michigan Guarantor or (ii) Generally Applicable Law (as defined below).

The opinions set forth above are subject to the following qualifications and limitations:

(A) In all cases, I have assumed the genuineness of all signatures (other than those of the officers of the Michigan Guarantor on the Indenture), the authenticity of all documents submitted to me as originals, the conformity to authentic original documents of documents submitted to me as copies and the conformity to executed documents of those submitted as drafts. As to questions of fact material to this opinion, I have relied with your permission upon the accuracy of certificates and other comparable documents of appropriate officers and representatives of the Michigan Guarantor, and upon certificates of public officials. I have not undertaken any independent investigation of factual matters.

(B) In addition, in rendering the opinions set forth herein, except to the extent an opinion is specifically given above with respect to the Michigan Guarantor, I have assumed without investigation, with respect to all of the documents referred to in this letter and the transactions contemplated by the Indenture, that:

(i) Each party to such documents and transactions (other than the Michigan Guarantor) (1) has satisfied and will satisfy those legal requirements that are applicable to it to the extent necessary to make such documents valid and binding upon, and enforceable against, it and (2) has complied and will comply with all legal requirements pertaining to its status as such status relates to its rights to enter into, perform and enforce the documents;

(ii) Except as contemplated under the Indenture, the execution, delivery and performance of the Indenture by each of the parties thereto (other than the Michigan Guarantor) do not and will not (1) require any governmental approval or any other consent or approval, other than governmental approvals and other consents or approvals that have been obtained, are final and not subject to review or collateral attack and are in full force and effect, or (2) violate or conflict with, result in a breach of, or constitute a default under (A) any contract, agreement or instrument to which any of such parties may be bound or (B) any applicable law or regulation; and

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(iii) The Indenture constitutes the valid and binding obligation of each party thereto (other than the Michigan Guarantor), enforceable against each such other party in accordance with its terms.

(C) I have assumed the legal capacity of all individuals that executed the Indenture.

(D) The opinions set forth herein are given as of the date hereof and are based upon the law (as such law is currently interpreted by regulations or published opinions) and the state of facts which exist as of the date of this opinion. The opinions in this opinion letter are based upon, and I express opinions only with respect to, the laws of the State of Michigan (“Generally Applicable Law”).

This opinion is intended for the benefit of Delphi Corporation on the date hereof, and only in connection with the Exchange Offer, and may not be disclosed to, quoted from or relied upon for any other purpose without my written consent; provided that Davis Polk & Wardwell LLP may rely upon this opinion as if it were addressed to them. This opinion is rendered as of the date hereof, is based upon and relies upon the current status of law and my current knowledge of facts. I assume no responsibility to advise you as to any change of law that occurs, or any fact that comes to my attention, after the date hereof, however nothing in this opinion abrogates any obligation of the Michigan Guarantor pursuant to the Indenture.

Very truly yours,
	/s/ Sean P. Corcoran
	Sean P. Corcoran
	Delphi Corporation Deputy General Counsel

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EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 17, 2012, with respect to the consolidated financial statements and schedule of Delphi Automotive PLC, in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-179829) and related Prospectus of Delphi Automotive PLC for the registration of $500,000,000 of 5.875% Senior Notes due 2019 and $500,000,000 of 6.125% Senior Notes due 2021.

/s/ Ernst & Young LLP

Detroit, Michigan

March 29, 2012