Exhibit 5.1
SIDLEY AUSTIN LLP |BEIJING GENEVA SAN FRANCISCO
787 SEVENTH AVENUE |BRUSSELS HONG KONG SHANGHAI
SIDLEY AUSTIN LLP NEW YORK, NY 10019 |CHICAGO LONDON SINGAPORE
- ------------------| 212 839 5300 |DALLAS LOS ANGELES TOKYO
SIDLEY | 212 839 5599 FAX |FRANKFURT NEW YORK WASHINGTON, DC
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|FOUNDED 1866
December 5, 2006
DaimlerChrysler Financial Services Americas LLC
27777 Inkster Road
Farmington Hills, Michigan 48334
Re: DaimlerChrysler Auto Trust 2006-D
Class A-2 5.19% Asset Backed Notes
Class A-3 4.98% Asset Backed Notes
Class A-4 4.94% Asset Backed Notes
Class B 5.01% 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 November 29, 2006 (the "Underwriting Agreement"),
between DaimlerChrysler Financial Services Americas LLC, a Michigan limited
liability company ("DCFS"), and Deutsche Bank Securities Inc., as
Representative of the several Underwriters named therein (the "Underwriters"),
relating to the sale of $477,000,000 aggregate principal amount of Class A-2
5.19% Asset Backed Notes, $467,000,000 aggregate principal amount of Class A-3
4.98% Asset Backed Notes, $209,900,000 aggregate principal amount of Class A-4
4.94% Asset Backed Notes and $46,100,000 aggregate principal amount of Class B
5.01% Asset Backed Notes (collectively, the "Notes"). The Notes will be issued
pursuant to the Indenture dated as of December 1, 2006 (the "Indenture"),
between DaimlerChrysler Auto Trust 2006-D, a Delaware statutory trust (the
"Issuer"), and Citibank, N.A., 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
December 1, 2006 (the "Trust Agreement"), among DCFS, as depositor,
DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company
(the "Company"), and Deutsche Bank Trust Company Delaware, as owner trustee
(the "Owner Trustee"), or the Sale and Servicing Agreement dated as of
December 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. 333-138140) 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") that became effective on November 15, 2006 (the
"Registration Statement").
Sidley Austin LLP is a limited liability partnership practicing
in affiliation with other Sidley Austin partnerships
December 5, 2006
Page 2
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.
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 opinion 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 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
December 5, 2006
Page 3
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 December 5, 2006 relating to the Issuer.
Very truly yours,
/s/ Sidley Austin LLP
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Sidley Austin LLP