Exhibit 8.1
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 | | Mayer Brown LLP 71 South Wacker Drive
Chicago, IL 60606
United States of America T: +1 (312) 782 0600
F: +1 (312) 701 7711 mayerbrown.com |
October 18, 2024 | | |
Santander Drive Auto Receivables LLC
1601 Elm Street, Suite 800
Dallas, Texas 75201
Re: | Santander Drive Auto Receivables LLC |
Registration Statement on Form SF-3 (No. 333-261901)
Ladies and Gentlemen:
We have acted as special tax counsel to Santander Drive Auto Receivables LLC (the “Seller”) and Santander Consumer USA Inc. (“SC”) in connection with the above-captioned Registration Statement (the “Registration Statement”) and the offering and sale of the Class A-2 Auto Loan Asset Backed Notes, the Class A-3 Auto Loan Asset Backed Notes, the Class B Auto Loan Asset Backed Notes, the Class C Auto Loan Asset Backed Notes and the Class D Auto Loan Asset Backed Notes (collectively, the “Publicly Registered Notes”) and the issuance of the Class A-1 Auto Loan Asset Backed Notes (together with the Publicly Registered Notes, the “Notes”) described in the final prospectus dated October 16, 2024 (the “Prospectus”), which 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 Notes will be issued by Santander Drive Auto Receivables Trust 2024-5 (the “Issuer”), a trust formed by the Seller pursuant to a trust agreement (as amended, restated or otherwise modified, the “Trust Agreement”) between the Seller and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an Indenture (the “Indenture”) between the Issuer and Citibank, 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 and issuance of the Publicly Registered 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, the Trust Agreement and the Indenture (including the form of the Publicly Registered Notes included as an exhibit thereto) and other documents prepared in connection with the issuance of the Publicly Registered Notes (collectively, the “Operative Documents”).
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