Exhibit 8.1
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
|
|
|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
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to DaimlerChrysler Auto Trust 2006-D, a
Delaware statutory trust (the "Issuer"), for the purpose of rendering the
opinions contained herein in connection with the transactions set forth in (i)
the Purchase Agreement dated as of December, 1 2006 (the "Purchase
Agreement"), between DaimlerChrysler Financial Services Americas LLC ("DCFS"),
as seller, and DaimlerChrysler Retail Receivables LLC (the "Company"), as
purchaser, (ii) the Sale and Servicing Agreement dated as of December 1, 2006
(the "Sale and Servicing Agreement"), between DCFS, as seller and servicer,
and the Issuer, as purchaser, (iii) the Indenture dated as of December 1, 2006
(the "Indenture"), between the Issuer and Citibank, N.A., as indenture
trustee, (iv) the Trust Agreement dated as of December 6, 2005, as amended and
restated by the Amended and Restated Trust Agreement dated as of December 1,
2006 (as so amended and restated, the "Trust Agreement"), among DCFS, the
Company and Deutsche Bank Trust Company Delaware, as owner trustee and (v) the
Administration Agreement dated as of December 1, 2006 (the "Administration
Agreement") among DCFS, the Issuer and the Indenture Trustee. The Issuer was
formed pursuant to the Trust Agreement. Capitalized terms used and not
otherwise defined herein have the meanings assigned to them in the Sale and
Servicing Agreement, the Indenture or the Trust Agreement, as applicable.
The Issuer will issue $336,000,000 principal amount of its Class A-1
5.32938% Asset Backed Notes, $477,000,000 principal amount of its Class A-2
5.19% Asset Backed Notes, $467,000,000 principal amount of its Class A-3 4.98%
Asset Backed Notes, $209,900,000 principal amount of its Class A-4 4.94% Asset
Backed Notes, and $46,100,000 principal amount
Sidley Austin LLP is a limited liability partnership practicing
in affiliation with other Sidley Austin partnerships
of its Class B 5.01% Asset Backed Notes (collectively, the "Notes") pursuant
to the Indenture and will issue one class of its Asset Backed Certificates
representing the entire equity interest in the Issuer (the "Certificates")
pursuant to the Trust Agreement. The Issuer will sell the Notes, other than
the Class A-1 Notes (the "Offered Notes") to the underwriting syndicate, led
by Deutsche Bank Securities Inc., which will offer the Offered Notes to the
public, and DCFS will purchase the Class A-1 Notes and thereafter sell them to
Deutsche Bank Securities Inc. The Certificates will be issued to the Company.
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for purposes of this opinion, including (a) the
Prospectus dated Nobember 29, 2006 (the "Prospectus") and the Prospectus
Supplement dated November 29, 2006 (the "Prospectus Supplement"), relating to
the Notes (other than the Class A-1 Notes), as filed with the Securities and
Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as
amended, (b) the Indenture, (c) the Sale and Servicing Agreement, (d) the
Purchase Agreement, (e) the Trust Agreement, (f) the Administration Agreement
and (g) specimens of the Notes and the Certificates. We have made such
investigations of those matters of law as we have deemed appropriate as a
basis for the opinions expressed below. Further, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals. Our opinions are also based on the assumption that there
are no agreements or understandings with respect to the transactions
contemplated in the documents listed in clauses (a) through (g) above
(hereinafter, the "Transaction Documents") other than those contained in the
Transaction Documents, and that the issuance of the Notes and the other
transactions set forth in or contemplated by the Transaction Documents are not
part of another transaction or another series of transactions that would
require the Issuer, any investor or any other participant to treat such
transaction or transactions as subject to the disclosure, registration, or
list maintenance requirements of Section 6011, 6111, or 6112 of the Internal
Revenue Code of 1986, as amended (the "Code") and the Treasury regulations
promulgated thereunder. Furthermore, our opinions are based on the assumption
that all parties to the Transaction Documents will comply with the terms
thereof, including all tax reporting requirements contained therein. We have,
for purposes of rendering the opinions, also relied on certain factual,
numerical and statistical information which is based on the assumptions used
in pricing the Offered Notes. As to any facts material to the following
opinions that we did not independently establish or verify, we have relied
upon the statements and representations of DCFS contained in the letter of
representation addressed to us and dated December 5, 2006.
2
Based upon the foregoing, we are of the opinion that for federal income
tax purposes (i) the Issuer will not be characterized as an association or a
publicly traded partnership taxable as a corporation and (ii) the Offered
Notes will be classified as debt.
We have based our opinions upon the existing provisions of the Code and
Treasury regulations promulgated thereunder, published Revenue Rulings and
releases of the Internal Revenue Service and existing case law, any of which
could be changed at any time. Any such changes may be retroactive in
application and could modify the legal conclusions upon which we have based
our opinions. We limit our opinions as expressed above, and we do not express
an opinion on any other legal or tax aspect of the transactions contemplated
by the documents referred to in this letter.
In rendering the foregoing opinion, we express no opinion as to the laws
of any jurisdiction other than the Federal income tax laws of the United
States. We will not update our opinion for subsequent changes or modifications
to the law and regulations or to the judicial and administrative
interpretations thereof, unless you specifically engage us to do so.
The opinions set forth herein are expressly subject to there being no
additional facts that would materially affect the validity of the assumptions
and conclusions set forth herein or upon which these opinions are based.
This opinion letter is not intended to be employed in any transaction
other than the one described above and is being delivered to you on the
understanding that neither it nor its contents may be relied upon, by any
other party or entity, or for any other purpose, without, in each instance,
our specific 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
----------------------
Sidley Austin LLP
3