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| April 4, 2013 | |
CEF Equipment Holding, L.L.C.
GE TF Trust Rodney Square North 1100 N. Market Street Wilmington, Delaware 19890
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| Re: | CEF Equipment Holding, L.L.C./GE TF Trust Registration Statement filed on Form S-3 on April 4, 2013 |
Ladies and Gentlemen:
We have acted as special counsel for GE TF Trust, a Delaware statutory trust (the “Trust”), in connection with the above-captioned Registration Statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”), filed by the Trust and CEF Equipment Holdings, L.L.C. as co-registrants (the “Co-Registrants”) with the Securities and Exchange Commission on April 4, 2013, in connection with the registration of asset-backed notes and SUBI certificates evidencing special units of beneficial interest in the Trust (each a “SUBI Certificate” and, together, the “SUBI Certificates”). As described in the Registration Statement, a SUBI Certificate may be issued from time to time by the Trust pursuant to the Amended and Restated Trust Agreement, dated as of April 30, 2012 (the “Trust Agreement”), between GE Capital Title Holding Corp., as initial beneficiary (in such capacity, the “Initial Beneficiary”) and Wilmington Trust Company, as UTI trustee, administrative trustee and Delaware trustee (in such capacity, the “Trustee”).
In that connection, we are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any SUBI Certificate and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Registration Statement and, in each case as filed or incorporated by reference as an exhibit to the Registration Statement, the Trust Agreement, the Form Supplement to the Trust Agreement, the “Form SUBI Supplement” and, together with the Trust Agreement the “Trust Documents” and a certified copy of the certificate of trust of the Trust, which was filed with the Secretary of State of the State of Delaware on June 4, 2009 (as amended by amendment No. 1 thereto, dated February 10, 2010, the “Certificate
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of Trust”). Terms used herein without definition have the meanings given to such terms in the Registration Statement. For purposes of this opinion, we have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information expressly set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
Based upon the foregoing and upon an examination of such questions of law as we have deemed necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion. When a SUBI Certificate has been duly authorized by all necessary corporate action and has been duly executed and delivered as described in the Trust Documents; it will constitute a legal, valid and biding obligation of the Trust, enforceable against the Trust, in accordance with its terms.
The foregoing opinion is subject to the following exceptions, qualifications and assumptions:
| (a) | We have assumed (i) the due organization, formation or creation, as the case may be, and valid existence in good standing of each party to the Trust Documents other than the Trust under the laws of the jurisdiction governing such party’s organization, (ii) that any party to the Trust Documents has the power and authority to execute and deliver, and to perform its obligations under any of the Trust Documents, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) each Trust Document has been duly authorized, executed and delivered by the parties thereto, (v) the Trust Documents (as duly executed) will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (vi) the application of Delaware law to any SUBI Certificate would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) which (A) would be the jurisdiction of applicable law in the absence of an effective choice of law and (B) has a materially greater interest than the State of Delaware in the determination of a particular issue relating to any SUBI Certificate and (vii) the transactions described in, and relating to, each SUBI Certificate have a substantial, reasonable and material relationship with the State of Delaware. | |
| (b) | The foregoing opinion regarding enforceability is subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable |
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| public policy with respect to the enforceability of provisions relating to indemnification, exculpation or contribution, and (iv) judicial imposition of an implied covenant of good faith and fair dealing. | ||
| (c) | We express no opinion with respect to (i) provisions of a document reviewed by us to the extent that such provisions purport to bind a person or entity that is not a party to such document, (ii) transfer restrictions in a document reviewed by us to the extent that a transfer occurs by operation of law, (iii) the enforceability of any provision in either Trust Document purporting to prohibit, restrict or condition the assignment of any of the SUBI Certificates, to the extent that any such provision may be limited by the operation of Sections 9-401, 9-406 or 9-408 of the Uniform Commercial Code as in effect in the State of Delaware, (iv) purported waivers of any statutory or other rights, court rules and defenses to obligations where such waivers (A) are against public policy or (B) constitute waivers of rights which by law, regulation or judicial decision may not otherwise be waived, or (v) any right or obligation to the extent that the same may be varied by course of dealing or performance. |
| (d) | With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all documents submitted to us as copies conform with the original copies of those documents, (iv) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein, and (v) in connection with the documents of which we have received a form, that all blanks contained in such documents have been properly and appropriately completed, and optional provisions included in such documents have been properly and appropriately selected. |
Our opinions expressed herein are limited to the laws of the State of Delaware.
We know that we are referred to under the heading “LEGAL OPINIONS” in the Prospectus included in the Registration Statement, and we hereby consent to the use of our name therein and to the use of this opinion for filing with the Registration Statement as Exhibit 5.2 thereto.
Very truly yours,
/s/ Mayer Brown LLP
Mayer Brown LLP
PAJ/AB
