Exhibit 99.1
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| BY EMAIL | | | | Allen & Overy |
| Macquarie Leasing Pty Limited | | | | Level 25 |
| Level 3, 9 Hunter Street | | | | 85 Castlereagh Street |
| Sydney NSW 2000 | | | | Sydney NSW 2000 |
| Australia | | | | Australia |
| Attention: The Directors | | | | | | |
| | | | PO Box R1256 |
| | | | Royal Exchange |
| | | | Sydney NSW 1225 |
| | | | | | |
| | | | Tel | | +61 (0)2 9373 7700 |
| | | | Fax | | +61 (0)2 9373 7710 |
| | | | Direct | | +61 (0)2 9373 7791 |
| | | | karolina.popic@allenovery.com |
Our ref 0097430-0000039 AU:2473218.3 | | | | |
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17 January 2013 | | | | |
Dear Sirs,
SMART ABS Series2013-1USTrust –Opinion as to enforceability of foreign judgments in relation to the Registration Statement on Form S-3(File No. 333-181822)
INTRODUCTION
We have acted as legal advisers to Macquarie Leasing Pty Limited ABN 38 002 674 982 (the Depositor) in connection with the preparation of the registration statement on Form S-3 with the registration number 333-181822 (File No. 333-181822) (theRegistration Statement), including a base prospectus dated 28 September 2012 (theBase Prospectus), a preliminary prospectus supplement dated 10 January 2013 (such preliminary prospectus supplement together with the Base Prospectus, thePreliminary Prospectus) and a final prospectus supplement dated 16 January 2013 (together with the Base Prospectus, theFinal Prospectus) forming a part thereof, filed by the Depositor with the United States Securities and Exchange Commission (theCommission) under the Securities Act of 1933 of the United States of America, as amended (theSecurities Act), relating to the offer and sale of certain series of asset-backed notes (theUS$ Notes).
Capitalised terms used, but not defined, in this Opinion have the meanings given to them in the Preliminary Prospectus and the Final Prospectus, as applicable.
This Opinion is confined solely to matters of the laws applying in the State of New South Wales and the Australian Capital Territory (theOpinion Lawand an Opinion Jurisdiction) including the laws of the Commonwealth of Australia. To the extent expressly provided in this Opinion, we have considered the laws applying in other Australian jurisdictions and believe our conclusions in relation to them to be correct.
This Opinion is given on the basis that we have no obligation to notify any addressee or recipient of this Opinion of any change in the Opinion Law or its application after the date of this Opinion.
Allen & Overy is affiliated with Allen & Overy LLP, a limited liability partnership registered in England and Wales with registered office at One Bishops Square London E1 6AD.
Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.
OPINION
On the basis of and subject to (a) the foregoing matters, and (b) the reservations, qualifications and observations (theReservations) set out inSchedule 2 at the date of this Opinion, we are of the following opinion:
| (a) | any final and conclusive judgment against the Depositor, Macquarie Securities Management Pty Limited (theManager) or Perpetual Trustee Company Limited (theIssuer Trustee) in respect of a US$ Note for a fixed or readily calculable sum of money, and which has not been stayed in full, obtained in any New York State or United States Federal Court sitting in the Borough of Manhattan in the City of New York having jurisdiction recognised by the Opinion Jurisdiction will be recognised by the Supreme Courts of New South Wales and the Australian Capital Territory (each aSupreme Court) so as to give rise to a fresh cause of action on the judgment in either such Supreme Court which will enable a further judgment capable of enforcement against the Depositor, the Manager or the Issuer Trustee, as applicable, to be obtained without re-examination or re-litigation of the matters disposed of or adjudicated by that action except where: |
| | (i) | the foreign judgment is contrary to the public policy of that Opinion Jurisdiction. We are not aware of any reason of public policy which would prevent enforcement of such a judgment; |
| | (ii) | the foreign judgment has been obtained in proceedings which contravene the principles of natural justice; |
| | (iii) | the foreign judgment was obtained by fraud or duress or was based on a clear mistake of fact; |
| | (iv) | the foreign judgment is a penal or revenue judgment; |
| | (v) | there has been a prior judgment in another court between the same parties concerning the same issues as are dealt with in the foreign judgment; or |
| | (vi) | the judgment is in respect of which the Australian Commonwealth Attorney General has made a declaration or order under the Foreign Proceedings (Excess of Jurisdiction) Act 1984 (Cth); and |
| (b) | there is doubt as to the enforceability in any Supreme Court, in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated upon the federal securities laws of the United States. |
GENERAL
This Opinion is addressed to the addressee solely for its own benefit in relation to the issue of the US$ Notes and the other transactions contemplated by the Registration Statement and the documents listed inSchedule 1 (theOpinion Documents). It must not be used or relied upon by the addressee for any other purpose.
We consent to the filing of this Opinion with the Commission as an exhibit to a Form 8-K filed in connection with the Final Prospectus. We also consent to the references to our firm under the headings “Enforcement of Foreign Judgements in Australia” and “Legal Matters” in the Preliminary Prospectus and the Final Prospectus. 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 Securities Act or the rules and regulations of the Commission.
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Yours faithfully
/s/ Allen & Overy
Allen & Overy
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SCHEDULE 1
OPINION DOCUMENTS
The following documents are the Opinion Documents:
| 1. | the Preliminary Prospectus and the Final Prospectus; |
| 2. | The SMART ABS Trusts Master Trust Deed dated 11 March 2002 between the Macquarie Securitisation Management Pty Limited and Permanent Custodians Limited, the rights and obligations of which were assumed by Perpetual Trustee Company Limited pursuant to the Deed of Assumption, as amended; |
| 3. | The SMART ABS Trusts Master Security Trust Deed dated 27 February 2007 between Macquarie Securitisation Management Pty Limited, Perpetual Trustee Company Limited and P.T. Limited, as amended; |
| 4. | The SMART ABS Trusts Master Sale and Servicing Deed dated 27 February 2007 between Macquarie Securitisation Management Pty Limited, Perpetual Trustee Company Limited and Macquarie Leasing Pty Limited, as amended; |
| 5. | The SMART ABS Series 2013-1US Trust Trust Creation Deed dated 17 December 2012 to which Perpetual Trustee Company Limited is a party; |
| 6. | The SMART ABS Series 2013-1US Trust Series Supplement dated 8 January 2013 between Macquarie Securitisation Management Pty Limited, Perpetual Trustee Company Limited, Macquarie Bank Limited and Macquarie Leasing Pty Limited (theSeries Supplement); |
| 7. | The SMART ABS Series 2013-1US Trust General Security Deed dated 17 December 2012 between Macquarie Securitisation Management Pty Limited, Perpetual Trustee Company Limited, The Bank of New York Mellon and P.T. Limited; |
| 8. | The SMART ABS Series 2013-1US Trust Fixed Rate Swap Agreement dated 9 January 2013 between Macquarie Bank Limited, Perpetual Trustee Company Limited and Macquarie Securitisation Management Pty Limited and the Fixed Rate Swap confirmation entered into thereunder on or about the date of this Opinion; |
| 9. | The SMART ABS Series 2013-1US Trust Currency Swap Agreement dated 9 January 2013 between Australia and New Zealand Banking Group Limited, Perpetual Trustee Company Limited and Macquarie Securitisation Management Pty Limited and each Currency Swap confirmation entered into thereunder on or about the date of this Opinion; |
| 10. | The SMART ABS Series 2013-1US Trust US$ Note Trust Deed dated 9 January 2013 between, amongst others, Macquarie Leasing Pty Limited, Macquarie Securitisation Management Pty Limited and Perpetual Trustee Company Limited; |
| 11. | The SMART ABS Series 2013-1US Trust Agency Agreement dated 9 January 2013 between, amongst others, Macquarie Securitisation Management Pty Limited and Perpetual Trustee Company Limited; and |
| 12. | The SMART ABS Series 2013-1US Trust Regulation AB Compliance Agreement dated 9 January 2013 between, amongst others, Perpetual Trustee Company Limited, Macquarie Securitisation Management Pty Limited, Macquarie Leasing Pty Limited and Macquarie Bank Limited, |
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| | which form part of the Registration Statement filed by the Depositor with the Commission under the Securities Act. |
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SCHEDULE 2
RESERVATIONS
| 1.1 | This Opinion is governed by and is to be construed in accordance with the Opinion Law as at the date of this Opinion.We express no opinion herein with regard to any system of law other than the Opinion Law as currently applied by the courts of the Opinion Jurisdiction. Neither do we express any opinion as to the laws of any other country or jurisdiction. None of the opinions expressed in this Opinion will be affected by the laws (including the public policy) or any relevant requirements of any jurisdiction outside the Opinion Jurisdiction. |
| 2.1 | We express no opinion as to whether a monetary judgment would be given in a Supreme Court in a currency other than Australian dollars. |
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