Exhibit 5.1
SIDLEY AUSTIN LLP | BEIJING GENEVA SAN FRANCISCO
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SIDLEY AUSTIN LLP NEW YORK, NY 10019 | CHICAGO LONDON SINGAPORE
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October 2, 2006
DaimlerChrysler Financial Services Americas LLC
27777 Inkster Road
Farmington Hills, Michigan 48334
Re: DaimlerChrysler Auto Trust 2006-C
Class A-2 5.25% Asset Backed Notes
Class A-3 5.02% Asset Backed Notes
Class A-4 4.98% Asset Backed Notes
Class B 5.11% Asset Backed Notes
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Ladies and Gentlemen:
We have acted as counsel to the Underwriters in connection with the
Underwriting Agreement dated September 26, 2006 (the "Underwriting
Agreement"), between DaimlerChrysler Financial Services Americas LLC, a
Michigan limited liability company ("DCFS"), and J.P. Morgan Securities Inc.,
as Representative of the several Underwriters named therein (the
"Underwriters"), relating to the sale of $560,000,000 aggregate principal
amount of Class A-2 5.25% Asset Backed Notes, $503,000,000 aggregate principal
amount of Class A-3 5.02% Asset Backed Notes, $399,100,000 aggregate principal
amount of Class A-4 4.98% Asset Backed Notes and $60,800,000 aggregate
principal amount of Class B 5.11% Asset Backed Notes (collectively, the
"Notes"). The Notes will be issued pursuant to the Indenture dated as of
October 1, 2006 (the "Indenture"), between DaimlerChrysler Auto Trust 2006-C,
a Delaware statutory trust (the "Issuer"), and Deutsche Bank Trust Company
Americas, as indenture trustee (the "Indenture Trustee"). Capitalized terms
used and not otherwise defined herein have the meanings assigned to such terms
in the Amended and Restated Trust Agreement dated as of October 1, 2006 (the
"Trust Agreement"), among DCFS, as depositor, DaimlerChrysler Retail
Receivables LLC, a Michigan limited liability company (the "Company"), and
Chase Bank USA, National Association, as owner trustee (the "Owner Trustee"),
or the Sale and Servicing Agreement dated as of October 1, 2006 (the "Sale and
Servicing Agreement"), between the Issuer and DCFS, as applicable.
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, records and other
instruments as we have deemed necessary or appropriate for the purposes of
this opinion, including (a) the Indenture, (b) specimens of the Notes and (c)
the Registration Statement on Form S-3 (Registration No. 333-
Sidley Austin LLP is a limited liability partnership
practicing in affiliation with other Sidley Austin partnerships
October 2, 2006
Page 2
127963) for the registration of the asset-backed notes under the Securities
Act of 1933, as amended (the "Act"), filed by DCFS with the Securities and
Exchange Commission (the "Commission") and amended by various post-effective
amendments, the last of which is Post-Effective Amendment No. 4 that became
effective on January 31, 2006 (as amended by such post-effective amendment,
the "Registration Statement").
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies or by facsimile
or other means of electronic transmission or which we obtained from the
Commission's Electronic Data Gathering, Analysis and Retrieval System
("EDGAR"), and the authenticity of the originals of such latter documents. We
have also assumed the conformity of the text of each document filed with the
Commission through EDGAR to the printed documents reviewed by us. As to facts
relevant to the opinions expressed herein and the other statements made
herein, we have relied without independent investigation upon certificates and
oral or written statements and representations of public officials and
officers and other representatives of DCFS, the Company and others.
Based upon the foregoing, and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that the
Notes, when duly executed and delivered by the Owner Trustee, on behalf of the
Issuer, authenticated by the Indenture Trustee in accordance with the terms of
the Indenture and delivered to and paid for by the Underwriters pursuant to
the Underwriting Agreement, will be validly issued and binding obligations of
the Issuer, fully paid and non-assessable.
The opinion set forth in this letter is also subject to the following
limitations, qualifications, exceptions and assumptions:
A. Members of our firm are admitted to the bar of the State of New
York and the foregoing opinions are limited to matters arising under the
federal laws of the United States of America and the laws of the State of
New York. We express no opinion as to the laws, rules or regulations of
any other jurisdiction or as to the municipal laws or the laws, rules or
regulations of any local agencies or governmental authorities of or
within the State of New York, or in each case as to any matters arising
thereunder or relating thereto.
B. We have assumed, to the extent relevant to the opinions set forth
herein, that (i) each party to any agreement or other document referred
to in this opinion has been duly organized and is validly existing and in
good standing under the laws of the jurisdiction of its organization and
has the full right, power and authority to execute, deliver and perform
its obligations under each such agreement and document to which it is a
party and (ii) each such agreement and document has been duly authorized,
executed and delivered by each party thereto and, except to the extent
expressly opined herein, is a valid, binding and enforceable agreement of
each party thereto.
C. We express no opinion as to any provision of any instrument,
agreement or other document (i) regarding severability of the provisions
thereof, (ii) providing that
October 2, 2006
Page 3
the assertion or employment of any right or remedy shall not prevent the
concurrent assertion or employment of any other right or remedy, or that
every right and remedy shall be cumulative and in addition to every other
right and remedy, or that any delay or omission to exercise any right or
remedy shall not impair any right or remedy or constitute a waiver
thereof, (iii) regarding waiver of usury, stay, extension or similar
laws, (iv) regarding rights to indemnification or contribution or (v)
provisions regarding further assurances.
D. Our opinion is subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, fraudulent transfer and other similar
laws relating to or affecting creditors' rights generally and to general
equitable principles (regardless of whether considered in a proceeding in
equity or at law), including concepts of commercial reasonableness, good
faith and fair dealing and the possible unavailability of specific
performance or injunctive relief.
This letter is rendered solely to and for the benefit of the person to
whom it is addressed in connection with the transactions described in the
first paragraph above, and may not be quoted, used or relied upon by any other
person (including, without limitation, any person who acquires any Notes) or
used for any other purpose without our prior written consent. We hereby
consent to the filing of this opinion as an exhibit to the report on Form 8-K
dated October 2, 2006 relating to the Issuer.
Very truly yours,
/s/ Sidley Austin LLP