Exhibit 5.1
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June 6, 2024
Carvana Receivables Depositor LLC
300 E. Rio Salado Parkway, Bldg. 1
Tempe, Arizona 85281
Re: | Carvana Receivables Depositor LLC |
Registration Statement on Form SF-3 (No. 333-263473)
Ladies and Gentlemen:
We have acted as special counsel to Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Company”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and any amendments thereto, the “Registration Statement”) and the offering of Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class D Auto Loan Asset Backed Notes (collectively, the “Offered Notes”), in each case, in the initial principal amount specified in the final prospectus dated June 4, 2024 (the “Prospectus”), which Prospectus has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Prospectus, the Offered Notes and the other notes described in the Prospectus (collectively with the Offered Notes, the “Notes”) will be issued by Carvana Auto Receivables Trust 2024-P2 (the “Issuer”), a trust formed by the Company pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Company and BNY Mellon Trust of Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer, Carvana Auto Receivables Grantor Trust 2024-P2 and Computershare Trust Company, N.A., as indenture trustee (the “Indenture Trustee”).
In that connection, we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Trust Agreement, the Indenture (including the form of Notes included as an exhibit thereto), the grantor trust agreement, the receivables purchase agreement, the receivables transfer agreement, the receivables contribution agreement, the servicing agreement, the backup servicing agreement, the collateral custodian agreement, the administration agreement and the asset representations agreement (collectively, the “Operative Documents”). Terms used herein without definitions have the meanings given to such terms in the Prospectus.
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