[LETTERHEAD OF KIRKLAND & ELLIS]
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000 Facsimile:
(312) 861-2200
www.kirkland.com
January 30, 2003
EXHIBIT 5.1
World Omni Auto Receivables LLC
190 Jim Moran Boulevard
Deerfield Beach, Florida 33442
Re: World Omni Auto Receivables LLC
Pre-Effective Amendment No. 1 to Registration
Statement on Form S-3 (No. 333-100621)
We have acted as special counsel to World Omni Auto Receivables LLC, a
Delaware limited liability company (the "Company"), in connection with the
above-referenced Pre-Effective Amendment No. 1 to Registration Statement
(together with the exhibits and any amendments thereto and the prospectus
supplement described therein, the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission in connection with the
registration by the Company of Asset Backed Securities (the "Securities") to be
sold from time to time in one or more series in amounts to be determined at the
time of sale and to be set forth in one or more Supplements (each, a "Prospectus
Supplement") to the Prospectus (the "Prospectus") included in the Registration
Statement.
As described in the Registration Statement, the Securities of each series
will be issued by a trust to be formed with respect to such series (a "Trust").
Each Trust will be a Delaware business trust or common law trust to be formed by
the Company pursuant to a Trust Agreement (each, a "Trust Agreement") between
the Company and an Owner Trustee to be specified in the related Prospectus
Supplement. Each series of Securities issued by a Trust may include one or more
classes of Asset Backed Notes (the "Notes") and one or more classes of Asset
Backed Certificates (the "Certificates"). The Notes of any Trust will be issued
pursuant to an Indenture (each, an "Indenture") by and between such Trust and an
Indenture Trustee to be specified in the related Prospectus Supplement and a
Sale and Servicing Agreement by and among such Trust, the Company and World Omni
Financial Corp., as servicer (each, a "Sale and Servicing Agreement"). The
Certificates of any Trust will be issued pursuant to a Trust Agreement.
We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the Notes and
Certificates, and in order to express the opinion hereinafter stated, we have
examined copies of the Registration Statement and, in each case as filed as an
exhibit to or incorporated by reference in the Registration Statement, (i) the
form of Indenture, (ii) the form of Trust Agreement (including the form of
World Omni Auto Receivables LLC
January ___, 2003
Page 2
Certificate of Trust to be filed pursuant to the Delaware Business Trust Act
included as an exhibit thereto (a "Trust Certificate"), (iii) the form of Sale
and Servicing Agreement, (iv) the form of Receivables Purchase Agreement between
World Omni Financial Corp. and the Company, and (v) the form of Administration
Agreement among the related Trust, the related Indenture Trustee and World Omni
Financial Corp., as administrator (collectively, the "Operative Documents"). We
have examined such other documents and such matters of law, including the form
of Underwriting Agreement to be executed by the Company and the representatives
of the several underwriters to be parties thereto, as filed as an exhibit to the
Registration Statement, and we have satisfied ourselves as to such matters of
fact, as we have considered relevant for purposes of this opinion.
On the basis of the foregoing and on the basis of our examination of the
Company's Certificate of Formation and Limited Liability Company Agreement and a
review of a Certificate of the Secretary of State of the State of Delaware as to
the good standing of the Company, it is our opinion that:
(i) The Company is a limited liability company validly existing and in
good standing under the laws of the State of Delaware; and
(ii) With respect to the Notes and Certificates of any series issued by any
Trust, when, as and if (i) the Registration Statement becomes
effective pursuant to the provisions of the Securities Act of 1933, as
amended, (ii) the principal amount or certificate balance, price,
interest rate and other principal terms of such Notes and Certificates
and the forms of such Notes and Certificates have been duly
established and approved by the Company's Board of Directors, (iii)
the Operative Documents relating thereto have each been duly
completed, executed and delivered by the parties thereto substantially
in the form we have examined, duly reflecting the terms established as
described above, (iv) the Trust Certificate for the related Trust has
been duly executed by the Owner Trustee and timely filed with the
Secretary of State of the State of Delaware, (v) the related Indenture
has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (vi) such Notes and Certificates have been duly executed
and issued by such Trust and authenticated by the Indenture Trustee or
the Owner Trustee, as appropriate, and sold by the Company, all in
accordance with the terms and conditions of the related Operative
Documents and in the manner described in the Registration Statement,
such Notes and Certificates will have been duly authorized by all
necessary action of such Trust and will have been legally issued and
will be enforceable in accordance with their terms and entitled to the
benefits of the related Operative Documents, except as the same may be
limited by Title 11 of
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January ___, 2003
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the United States Code or other bankruptcy, insolvency,
reorganization, moratorium, or other laws relating to or affecting the
enforcement of creditors' rights or the relief of debtors, as may be
in effect from time to time, or by general principles of equity.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of securities or
"Blue Sky" laws of the various states to the offer or sale of the Notes and
Certificates.
We wish to advise you that we are members of the bar of the State of New
York and the opinions expressed herein are limited to the laws of the State of
New York, the federal laws of the United States, the Delaware Limited Liability
Company Act and the Delaware Business Trust Act.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, the filing of our opinion of even date herewith with
respect to material tax matters as Exhibit 8.1 to the Registration Statement, to
the reference to our firm in the Prospectus included in the Registration
Statement under the captions "Federal Income Tax Consequences" and "Legal
Matters" and to the reference to our firm in the Prospectus Supplement included
in the Registration Statement under the captions "Summary of Terms," "Federal
Income Tax Consequences" and "Legal Matters." In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
KIRKLAND & ELLIS