Exhibit 8.1
 | SIDLEY AUSTIN llp 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX | BEIJING BRUSSELS CHICAGO CENTURY CITY DALLAS GENEVA HONG KONG HOUSTON LONDON | LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. |
| FOUNDED 1866 | |||
January 21, 2016
Daimler Trust Leasing LLC
Daimler Trust
36455 Corporate Drive
Farmington Hills, Michigan 48331
Ladies and Gentleman:
We have acted as special counsel to Daimler Trust Leasing LLC, a Delaware limited liability company (the “Company”) and Daimler Trust, a Delaware statutory trust, in connection with the preparation of the registration statement on Form SF-3 (as amended to date, the “Registration Statement”) relating to the issuance and sale from time to time of asset-backed notes (the “Notes”). The Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). As set forth in the Registration Statement, a separate trust (each, a “Trust”) will be created for each issuance of Notes pursuant to a separate trust agreement (each, a “Trust Agreement”) between the Company and an owner trustee (the “Owner Trustee”). Each Trust will cause Notes to be issued under and pursuant to the conditions of a separate indenture (each, an “Indenture” and, together with the Trust Agreement, the “Agreements”) between the Trust and an indenture trustee (the “Indenture Trustee”). Each Trust, Owner Trustee and Indenture Trustee will be identified in the relevant prospectus for such Notes.
The Notes will represent obligations of the related Trust. Asset Backed Certificates (the “Certificates”) will be issued under each Trust Agreement and will evidence the beneficial interest in the related Trust. The Certificates will be subordinated to the Notes to the extent described in the related Agreements.
We have examined the form of the prospectus contained in the Registration Statement (the “Prospectus”) and such other documents, records and instruments as we have deemed necessary for the purposes of this opinion.
We have advised the Company with respect to certain federal income tax consequences of the proposed issuance of the Notes. This advice is summarized under the heading “Material Federal Income Tax Consequences” in the Prospectus, which is a part of the Registration Statement. Such description does not purport to discuss all possible federal income tax ramifications of the proposed issuance, but with respect to those federal income tax consequences that are discussed, in our opinion, the description is accurate in all material
Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
respects. We hereby confirm and adopt the opinions expressly set forth under the above quoted heading in the Prospectus as representing our opinion as to the material federal income tax consequences of the purchase, ownership and disposition of the Notes.
The opinion expressed herein is limited as described above, and we do not express an opinion with respect to any other federal or state law or the law of any other jurisdiction, except as expressly stated herein. This letter is rendered as of the date hereof and we undertake no obligation to update this letter or advise you of any changes in the event there is any change in legal authorities, facts, assumptions or documents on which this letter is based (including the taking of any action by any party to the Agreements 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 unless we are specifically engaged to do so.
You should be aware that there is no assurance that the Internal Revenue Service would not challenge the conclusions set forth above. Our opinion also assumes that a court considering the question would have all facts and legal issues properly presented to it.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to this firm as federal tax counsel to each issuing entity under the above quoted headings in the Prospectus forming a part of the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
Very truly yours, | |
| /s/ Sidley Austin LLP |
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