8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 26, 2013

Ford Credit Auto Owner Trust 2013-A

(Issuer of the notes)

Ford Credit Auto Receivables Two LLC

(Depositor)

Ford Motor Credit Company LLC

(Exact name of Sponsor as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-167489-08	38-0549190
(Commission File Number)	(IRS Employer Identification No.)

c/o Ford Credit SPE Management Office c/o Ford Motor Credit Company LLC c/o Ford Motor Company World Headquarters, Suite 801-C1 One American Road Dearborn, Michigan	48126
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 313-594-3495

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events

In connection with the issuance by Ford Credit Auto Owner Trust 2013-A (the “Trust”) of the asset backed securities (the “Notes”) described in the Prospectus Supplement, dated February 20, 2013, and the Prospectus, dated February 19, 2013, which were filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2) by Ford Credit Auto Receivables Two LLC, as registrant (the “Registrant”), the documents listed in Item 9.01(d) below are being filed.

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement.  Copies of the legality and tax opinions delivered by Katten Muchin Rosenman LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.

Item 9.01.Financial Statements, Pro Forma Financial Information and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits:

Exhibit No.	Description
Exhibit 5.1	Opinion of Katten Muchin Rosenman LLP with respect to legality.
Exhibit 8.1	Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

	FORD CREDIT AUTO OWNER TRUST 2013-A
	By: FORD MOTOR CREDIT COMPANY LLC,
	as Servicer
	By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
Dated: February 26, 2013

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 5.1	Opinion of Katten Muchin Rosenman LLP with respect to legality
Exhibit 8.1	Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters

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EX-5.1

Exhibit 5.1

575 Madison Avenue

New York, NY 10022-2585

212.940.8800 tel

212.940.8776 fax

February 26, 2013

To the addressees listed
on Schedule I hereto

Re:Ford Credit Auto Owner Trust 2013-A — Corporate Opinion

Ladies and Gentlemen:

We have acted as special counsel to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), and Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), in connection with the issuance by Ford Credit Auto Owner Trust 2013-A, a Delaware statutory trust (the “Trust”), of its Asset Backed Notes (the “Notes”).  The Notes are being issued pursuant to the Indenture, dated as of February 1, 2013 (the “Indenture”), between the Trust and The Bank of New York Mellon, a New York banking corporation (“BNYM”), as indenture trustee (in such capacity, the “Indenture Trustee”).  Capitalized terms not otherwise defined herein are used as defined in Appendix A to the Sale and Servicing Agreement, dated as of February 1, 2013 (the “Sale and Servicing Agreement”), among the Depositor, the Trust and Ford Credit, as servicer (in such capacity, the “Servicer”).

In connection with the opinions expressed herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of:

(a)the Indenture;

(b)the Sale and Servicing Agreement;

(c)specimens of the Notes;

(d)the Purchase Agreement, dated as of February 1, 2013 (the “Purchase Agreement”), between Ford Credit and the Depositor;

(e)the Amended and Restated Trust Agreement, dated as of February 1, 2013 (the “Trust Agreement”), between the Depositor and U.S. Bank Trust National Association, a national banking association, as owner trustee (the “Owner Trustee”);

(f)the Administration Agreement, dated as of February 1, 2013 (the “Administration Agreement”), among the Trust, Ford Credit, as administrator (in such capacity, the “Administrator”), and the Indenture Trustee;

CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES NEW YORK OAKLAND SHANGHAI WASHINGTON, DC WWW.KATTENLAW.COM

LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN UK LLP

A limited liability partnership including professional corporations

(g)the Account Control Agreement, dated as of February 1, 2013 (the “Control Agreement”), among the Trust, as grantor, the Indenture Trustee, as secured party, and BNYM, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in such capacity, the “Financial Institution”);

(h)the Underwriting Agreement, dated February 20, 2013 (the “Underwriting Agreement”), among the Depositor, Ford Credit and BNP Paribas Securities Corp. (“BNPP”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), and Deutsche Bank Securities Inc. (“Deutsche”), acting on behalf of themselves and as representatives of the several Underwriters (in which representative capacity BNPP, BofA Merrill Lynch and Deutsche are collectively referred to herein as the “Representatives”); and

(i)the Note Purchase Agreement (Class A-1 Notes), dated February 20, 2013 (the “Class A-1 Note Purchase Agreement”), among the Depositor, Ford Credit and BNPP, BofA Merrill Lynch and Deutsche, as initial purchasers (in such capacity, the “Class A-1 Note Purchasers”).

The documents listed in clauses (a) through (g) are collectively referred to as the “Basic Documents,” and the documents listed in clauses (a) through (i) are collectively referred to as the “Transaction Documents.”

We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:

(i)the registration statement on Form S-3 (Registration No. 333-167489) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on June 14, 2010, as amended by Amendment No. 1, filed with the Commission on July 9, 2010, and effective on July 13, 2010 (such registration statement, together with any information included in the Prospectus referred to below, the “Registration Statement”);

(ii)the preliminary prospectus supplement, dated February 19, 2013 (the “Preliminary Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(3) on February 19, 2013 (the Preliminary Prospectus Supplement and the base prospectus, dated February 19, 2013 (the “Base Prospectus”), together the “Preliminary Prospectus”) and the free writing prospectus, dated February 19, 2013, filed with the Commission pursuant to Rule 433 on February 20, 2013, and the final prospectus supplement, dated February 20, 2013 (the “Final Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(2) on February 22, 2013 (the Final Prospectus Supplement and the Base Prospectus, together the

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“Final Prospectus” and, together with the Preliminary Prospectus, the “Prospectus”);

(iii)the preliminary offering memorandum, dated February 19, 2013 (the “Preliminary Offering Memorandum”), which Preliminary Offering Memorandum includes and incorporates the Preliminary Prospectus; and the final offering memorandum, dated February 20, 2013 (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”), which Final Offering Memorandum includes and incorporates the Final Prospectus, each prepared for the purposes of offering the Class A-1 Notes;

(iv)the organizational documents of Ford Credit and the Depositor; and

(v)all such other records of Ford Credit and the Depositor and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions expressed herein.

We have also considered such questions of law for the purpose of rendering the opinions expressed herein as we have deemed necessary.  For purposes of this opinion, “Applicable Laws” means those laws, rules and regulations which, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulation, and which are not the subject of a specific opinion herein referring expressly to a particular law or laws and, in the case of the Applicable Laws of the State of Delaware, shall be limited to the Limited Liability Company Act of the State of Delaware; and “Governmental Approval” means any consent, approval, license, authorization or validation of, or filing, qualification or registration with, any court, regulatory body, administrative agency or governmental body pursuant to the Applicable Laws of the State of New York or the State of Delaware or the Applicable Laws of the United States of America.

In rendering the opinions expressed herein, we have assumed (a) that each of the parties to the Transaction Documents is duly organized, validly existing and in good standing under the laws of all jurisdictions where it is required to be so qualified and has full power and authority and has received all consents (and such consents remain in full force and effect) necessary to execute, deliver and perform under such documents and all such documents have been duly authorized by all necessary corporate or other action on the part of such parties, (b) the due authorization, execution and delivery of each of the Transaction Documents by each of the parties thereto and the due authentication of the Notes by or on behalf of the Trust and the Indenture Trustee, (c) that the Transaction Documents constitute the legal, valid and binding agreement of each party thereto, other than Ford Credit, the Depositor and the Trust, enforceable in accordance with their respective terms, (d) the authenticity of all documents submitted to us as originals, (e) the conformity to the original documents of all documents submitted to us as

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copies, (f) the genuineness of all signatures on all documents submitted to us and (g) the legal capacity of all natural persons.

With respect to the matters set forth in clauses (a) and (b) of the preceding paragraph as they apply to Ford Credit or the Depositor, we have relied, with your consent and without independent investigation, on the opinion of Susan J. Thomas, Secretary of each of Ford Credit and the Depositor and Associate General Counsel, Global Structured Finance, of Ford Credit (the “In-House Opinion”), addressed to you and dated the date hereof.  With respect to the matters set forth in clauses (a) and (b) of the preceding paragraph as they apply to the Trust, we have relied, with your consent and without independent investigation, on the opinions of Richards, Layton & Finger P.A., Delaware counsel to the Trust and the Owner Trustee (the “RLF Opinions”), each addressed to you and dated the date hereof.  To the extent that the opinions set forth herein rely upon the In-House Opinion or the RLF Opinions, the opinions set forth herein are subject to any limitations, qualifications, assumptions and exceptions specified in such opinions.

Based upon the foregoing and subject to the qualifications and assumptions set forth herein, we are of the opinion that:

1.Each of the Basic Documents to which Ford Credit is a party constitutes the legal, valid and binding agreement of Ford Credit, enforceable against Ford Credit in accordance with its terms.

2.Each of the Basic Documents (other than the Trust Agreement) to which the Depositor is a party constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms.

3.Each of the Basic Documents to which the Trust is a party constitutes the legal, valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms.

4.The Notes have been duly authorized by the Trust and, when duly executed and delivered by the Trust, authenticated by the Indenture Trustee and delivered against payment therefor, will constitute the legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, and will be entitled to the benefits of the Indenture.

5.The execution and delivery by each of Ford Credit, the Depositor and the Trust of the Transaction Documents to which it is a party, and the compliance by each of Ford Credit, the Depositor and the Trust with the terms and provisions of such agreements, including the issuance of the Notes, will not contravene any provision of any Applicable Law of the State of New York or the State of Delaware or any Applicable Law of the United States of America.

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6.No Governmental Approval (other than the filing of UCC financing statements with respect to (a) the sale or transfer of the Receivables by Ford Credit to the Depositor pursuant to the Purchase Agreement and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement and (b) the grant by the Trust of a security interest in such Receivables to the Indenture Trustee pursuant to the Indenture), which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of the Transaction Documents to which it is a party by Ford Credit, the Depositor and the Trust, or the enforceability of any of the Basic Documents (other than the Trust Agreement) to which it is a party against Ford Credit, the Depositor or the Trust, as applicable.

7.The Registration Statement and any amendments thereto have become effective under the Securities Act and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for that purpose have been instituted or threatened and not terminated.

8.The offer, sale and delivery of the Class A-1 Notes by the Depositor to the Class A-1 Note Purchasers in the manner contemplated in the Class A-1 Note Purchase Agreement and the Class A-1 Notes Offering Memorandum does not require registration under the Securities Act; provided, that we express no opinions as to any subsequent resale of any Class A-1 Note.

9.The Class A-1 Notes, when duly executed, authenticated and delivered against payment by the Class A-1 Note Purchasers, will constitute “Eligible Securities” as such term is defined in Rule 2a-7(a)(10) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), so long as the Class A-1 Notes have a rating from the Requisite NRSROs (as defined in Rule 2a-7 under the Investment Company Act) in one of the two highest short-term rating categories.

10.Neither the Depositor nor the Trust is required to be registered as an “investment company” under the Investment Company Act.

11.The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the Trust Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended.

12.The Notes, the Indenture, the Underwriting Agreement and the other Basic Documents conform in all material respects with their descriptions in the Base Prospectus, the Preliminary Prospectus Supplement and the Final Prospectus Supplement.  The Class A-1 Notes and the Class A-1 Note Purchase Agreement

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conform in all material respects with their descriptions in the Preliminary Offering Memorandum and the Final Offering Memorandum.

13.The statements contained in the Base Prospectus, the Preliminary Prospectus Supplement and the Final Prospectus Supplement, and in the Preliminary Offering Memorandum and the Final Offering Memorandum, under the heading “ERISA Considerations”, insofar as such statements constitute a summary of law and legal conclusions, and subject to the qualifications therein, have been prepared or reviewed by us and are correct in all material respects.

The opinions expressed herein are subject to the following qualifications and limitations:

(a)The enforceability of the Basic Documents may be limited to the extent that any section thereof relates to the submission to the subject matter jurisdiction of, or the waiver of venue or inconvenient forum objections as they relate to, the United States District Court for the Southern District of New York or the New York State courts.

(b)The enforceability of the Basic Documents referred to in paragraphs 1, 2 and 3 above may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors rights generally and to general equity principles.

(c)We express no opinion as to the enforceability of any provision purporting to provide indemnification or contribution relating to matters under federal or state securities laws.

(d)Exculpatory provisions, waivers and provisions regarding arbitration of disputes may be limited on public policy grounds.

(e)We express no opinion as to any consent, approval, authorization, registration or qualification which may be required under state securities or Blue Sky laws.

(f)We express no opinion herein as to the creation, attachment, perfection or priority of any security interests which are purported to be created under the Indenture.

(g)In rendering the opinions in paragraph 8, we have assumed (1) the accuracy of the representations and warranties (other than as to legal conclusions) and compliance with the covenants by (A) the parties to the Class A-1 Note Purchase Agreement and (B) the investors in the Class A-1 Notes which are deemed to be made by such investors as described in the Class A-1 Notes Offering Memorandum and (2) that investors to whom the Class A-1 Note Purchasers initially place the Class A-1 Notes receive a copy of the Class A-1 Notes Offering Memorandum; we express no opinion as to any subsequent resale of any Class A-1 Note.

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(h)To the extent any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions of the Transaction Documents, our opinion is rendered in reliance upon New York General Obligation Law §§ 5-1401, 5-1402 (McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001) and is subject to the qualification that such enforceability may be limited by public policy considerations of any jurisdiction, other than the courts of the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought.

(i)We call to your attention that the choice of New York law on the basis of Section 5-1401 of the New York General Obligation Law is only relevant insofar as litigation is brought to enforce the Transaction Documents in the courts of the State of New York, and we have assumed that there is basis for jurisdiction in such courts.

(j)We express no opinion on the enforceability of any provision in a Transaction Document purporting to prohibit, restrict or condition the assignment of rights under such Transaction Document to the extent such restriction on assignability is governed by the Uniform Commercial Code.

(k)We note that Rule 2a-7 of the Investment Company Act imposes restrictions on investment by money market funds in Eligible Securities, including that the fund’s board of directors determine that the investment present minimal credit risks and that certain portfolio diversification and maturity limitations be satisfied and our opinion in paragraph 9 does not address any issues beyond satisfaction of the definition of Eligible Securities.

We are members of the bar of the State of New York, and we do not express any opinion as to any laws other than the Applicable Laws of the State of New York and the State of Delaware and the federal law of the United States of America.

This opinion letter is being furnished only to the addressees hereof and may not be relied upon by any other person, firm or corporation for any purpose, and is solely for your benefit in connection with the transactions contemplated by the Transaction Documents and may not be relied upon for any other purpose, without our prior written consent.  This opinion letter is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose, except that copies of this opinion letter may be posted by the Issuer or the Administrator to a password protected website accessible by any non-hired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to the Issuer or the Administrator the certification required by subsection (e) of Rule 17g-5 under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and agrees to keep this opinion letter confidential as contemplated by Rule 17g-5; provided, that no such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accepting this opinion letter,

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will be deemed to have agreed to comply with the terms of this paragraph and not to provide copies of this opinion letter to any other person.

The opinions expressed herein are rendered only as of the date hereof, and we undertake no obligation to update this letter or the opinions expressed herein, or to inform of any subsequent developments, after the date hereof.

Pursuant to U.S. Treasury Department Circular 230, any tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of avoiding tax-related penalties.  Further, this advice was written to support the promotion or marketing of the transaction and/or matters addressed herein and each affected party should seek advice based on its particular circumstances from an independent tax advisor.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

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SCHEDULE I

Ford Motor Credit Company LLC One American Road Dearborn, Michigan 48126 Ford Credit Auto Receivables Two LLC One American Road Dearborn, Michigan 48126 Ford Credit Auto Owner Trust 2013-A c/o U.S. Bank Trust National Association, as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 The Bank of New York Mellon,
as Indenture Trustee 101 Barclay Street New York, New York 10286 U.S. Bank Trust National Association,
as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 BNP Paribas Securities Corp. Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc.,
on behalf of themselves and as
Representatives of the several Underwriters
and as Class A-1 Note Purchasers c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park, 11th Floor New York, New York 10036 Standard & Poor’s Ratings Services, a Standard
& Poor’s Financial Services LLC business 55 Water Street New York, New York 10041 Fitch, Inc. 1 State Street Plaza New York, New York 10004
Attention:  Asset Backed Surveillance

EX-8.1

Exhibit 8.1

2900 K Street NW #200

Washington, DC 20007-5118

202.625.3500 tel

202.298.7570 fax

February 26, 2013

To the Addressees Listed
on Schedule I Attached Hereto

Re:Ford Credit Auto Owner Trust 2013-A — Tax Opinion

Ladies and Gentlemen:

We have acted as special tax counsel to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), and Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), in connection with the issuance by Ford Credit Auto Owner Trust 2013-A, a Delaware statutory trust (the “Trust”), of its Asset Backed Notes (the “Notes”).  The Notes are being issued pursuant to the Indenture, dated as of February 1, 2013 (the “Indenture”), between the Trust and The Bank of New York Mellon, a New York banking corporation (“BNYM”), as indenture trustee (the “Indenture Trustee”).  Capitalized terms not otherwise defined herein are used as defined in Appendix A to the Sale and Servicing Agreement, dated as of February 1, 2013 (the “Sale and Servicing Agreement”), among the Depositor, the Trust and Ford Credit, as servicer (in such capacity, the “Servicer”).

In connection with the opinions expressed herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of all such documents as we have deemed necessary or appropriate, including the following:

(a)the Indenture;

(b)the Sale and Servicing Agreement;

(c)specimens of the Notes; and

(d)the Amended and Restated Trust Agreement, dated as of February 1, 2013 (the “Trust Agreement”), between the Depositor and U.S. Bank Trust National Association, a national banking association, as owner trustee (the “Owner Trustee”).

The documents listed in clauses (a) through (d) are collectively referred to as the “Transaction Documents”.

CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES NEW YORK OAKLAND SHANGHAI WASHINGTON, DC WWW.KATTENLAW.COM

LONDON AFFILIATE: KATTEN MUCHIN ROSENMAN UK LLP

A limited liability partnership including professional corporations

We have also examined originals or copies of the following:

(i)the preliminary prospectus supplement, dated February 19, 2013 (the “Preliminary Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(3) on February 19, 2013 (the Preliminary Prospectus Supplement and the base prospectus, dated February 19, 2013 (the “Base Prospectus”), together the “Preliminary Prospectus”) and the free writing prospectus, dated February 19, 2013, filed with the Commission pursuant to Rule 433 on February 20, 2013, and the final prospectus supplement, dated February 20, 2013 (the “Final Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(2) on February 22, 2013 (the Final Prospectus Supplement and the Base Prospectus, together the “Final Prospectus” and, together with the Preliminary Prospectus, the “Prospectus”); and

(ii)the preliminary offering memorandum, dated February 19, 2013 (the “Preliminary Offering Memorandum”), which Preliminary Offering Memorandum includes and incorporates the Preliminary Prospectus; and the final offering memorandum, dated February 20, 2013 (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”), which Final Offering Memorandum includes and incorporates the Final Prospectus, each prepared for the purposes of offering the Class A-1 Notes.

In rendering the opinions expressed herein, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.  We have assumed and have not verified the accuracy as to factual matters of the representations and warranties of the Trust in the Transaction Documents.  We have also reviewed such questions of law as we have considered necessary for purposes of the opinions expressed herein.  We have assumed the due authorization, execution and delivery of all agreements referred to herein by all the parties thereto and that such agreements are valid and binding agreements of the parties thereto.  We have assumed that the Trust and each other party to any such agreement has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it.

We have, for purposes of rendering the opinions expressed herein, also relied on such other documents, certificates, analyses and records as we have deemed necessary or appropriate as a basis for the opinions expressed herein.  The opinions expressed herein are also based on the assumption that there are no agreements or understandings with respect to those transactions contemplated in the Transaction Documents other than those contained in the Transaction Documents.  Furthermore, the opinions expressed herein are based on the assumption that all parties to the Transaction Documents will comply with the terms thereof, including all tax reporting requirements contained therein.

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Based upon the foregoing and consideration of such other matters as we have deemed appropriate, we are of the opinion that:

1.The Trust will not be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, and for so long as the Trust has only one owner for U.S. federal income tax purposes, the Trust will not be treated as an entity separate from its owner.

2.The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, to the extent treated for U.S. federal income tax purposes as beneficially owned by a person other than Ford Credit, will be characterized as debt for U.S. federal income tax purposes.

3.The statements contained in the Base Prospectus, the Preliminary Prospectus Supplement and the Final Prospectus Supplement under the headings “Summary — Tax Status” and “Tax Considerations”, insofar as such statements constitute a summary of law and legal conclusions, and subject to the qualifications set forth therein, have been prepared or reviewed by us and are correct in all material respects.

We do not express any opinion as to any laws other than the federal tax laws of the United States of America.  The opinions set forth herein are based upon the existing provisions of the Internal Revenue Code of 1986, as amended, and Treasury regulations issued or proposed thereunder, published revenue rulings and releases of the Internal Revenue Service and existing case law, any of which could be changed at any time.  Any such changes may be retroactive in application and could modify the legal conclusions upon which such opinions are based.  The opinions expressed herein are limited as described above, and we do not express an opinion on any other tax aspect of the transactions contemplated by the Transaction Documents or the effect of such transactions.

We are furnishing this opinion letter to you solely for your benefit in connection with the transactions contemplated by the Transaction Documents.  This opinion letter is rendered as of the date hereof and we undertake no obligation to update this opinion letter or advise you of any changes in the event there is any change in legal authorities, facts, assumptions or documents on which this opinion letter is based (including the taking of any action by any party to the Transaction Documents pursuant to any opinion of counsel or a waiver), or any inaccuracy in any of the representations, warranties or assumptions upon which we have relied in rendering this opinion letter unless we are specifically engaged to do so.  This opinion letter is rendered only to those to whom it is addressed and may not be relied upon by any other person, firm or corporation for any purpose, and may not be relied on in connection with any transactions other than the transactions contemplated herein or for any other purpose, without our prior written consent.  This opinion letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, except that copies of this opinion letter may be posted by the Issuer or the Administrator to a password protected website accessible by any non-hired “nationally

3

recognized statistical rating organization” (an “NRSRO”) that provides to the Issuer or the Administrator the certification required by subsection (e) of Rule 17g-5 under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and agrees to keep this opinion letter confidential as contemplated by Rule 17g-5; provided, that no such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accepting this opinion letter, will be deemed to have agreed to comply with the terms of this paragraph and not to provide copies of this opinion letter to any other person.  We place no limitations in this tax opinion, however, on the disclosure to the Internal Revenue Service of the tax structure or tax treatment of the transactions contemplated in the Transaction Documents.

Pursuant to U.S. Treasury Department Circular 230, any tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of avoiding tax-related penalties.  Further, this advice was written to support the promotion or marketing of the transaction and/or matters addressed herein and each affected party should seek advice based on its particular circumstances from an independent tax advisor.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

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SCHEDULE I

Ford Motor Credit Company LLC One American Road Dearborn, Michigan 48126 Ford Credit Auto Receivables Two LLC One American Road Dearborn, Michigan 48126 Ford Credit Auto Owner Trust 2013-A c/o U.S. Bank Trust National Association,
as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 The Bank of New York Mellon,
as Indenture Trustee 101 Barclay Street, Floor 4 West New York, New York 10286 U.S. Bank Trust National Association,
as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 BNP Paribas Securities Corp. Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc.,
on behalf of themselves and as Representatives of the several Underwriters and as Class A-1 Note Purchasers c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park, 11th Floor New York, New York 10036 Standard & Poor’s Ratings Services, a Standard
& Poor’s Financial Services LLC business 55 Water Street New York, New York 10041 Fitch, Inc. 1 State Street Plaza New York, New York 10004
Attention:  Asset Backed Surveillance