EXHIBIT 5.1
June 9, 2006 Mayer, Brown, Rowe & Maw LLP
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Chicago, Illinois 60606-4637
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Volkswagen Auto Lease Underwritten Funding, LLC
3800 Hamlin Road
Auburn Hills, Michigan 48326
Re: Volkswagen Auto Lease Underwritten Funding, LLC
Registration Statement on Form S-3 (Registration No. 333-133770)
Ladies and Gentlemen:
We have acted as special counsel for Volkswagen Auto Lease Underwritten
Funding, LLC, a Delaware limited liability company (the "Company"), in
connection with the above-captioned registration statement (such registration
statement, together with the exhibits and any amendments thereto, the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission in connection with the registration by the Company of Asset Backed
Notes (the "Notes") and Asset Backed Certificates (the "Certificates" and,
together with the Notes, the "Securities"). As described in the Registration
Statement, the Notes and the Certificates will be issued from time to time in
series, with each series being issued by a common law trust or a statutory trust
(each, a "Trust") to be formed by the Company pursuant to a Trust Agreement
(each, a "Trust Agreement") between the Company and a trustee or a limited
liability company (each, an "LLC") to be formed pursuant to a Limited Liability
Company Agreement (each an "LLC Agreement") by the Company. For each series, the
Notes will be issued pursuant to an Indenture (the "Indenture") between the
related Trust or LLC, as the case may be, and an indenture trustee and the
Certificates will be issued pursuant to a Trust Agreement or a Pooling and
Servicing Agreement.
In that connection, we are generally familiar with the proceedings required
to be taken in connection with the proposed authorization, issuance and sale of
any series of Notes and Certificates and have examined copies of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including the Registration
Statement and, in each case as filed as an exhibit to the Registration
Statement, the form of Underwriting Agreement, the forms of Indenture (including
the form of Notes included as an exhibit thereto), the form of Pooling and
Servicing Agreement (including
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Mayer, Brown, Rowe & Maw LLP
June 9, 2006
Page 2
the form of Certificates included as an exhibit thereto), the forms of Amended
and Restated Trust Agreement (including the form of Certificate included as an
exhibit thereto), the form of LLC Agreement, the form of Receivables Purchase
Agreement, the form of Sale and Servicing Agreement, the form of SUBI Sale
Agreement, the form of SUBI Transfer Agreement, the form of Transaction SUBI
Supplement to Trust Agreement, the form of Transaction SUBI Supplement to
Amended and Restated Servicing Agreement, the form of Interest Rate Swap
Agreement and the forms of Administration Agreement (collectively, the
"Operative Documents"). Terms used herein without definition have the meanings
given to such terms in the Registration Statement.
Based on and subject to the foregoing, we are of the opinion that, with
respect to the Certificates and/or Notes, when such Securities have been duly
executed and issued by the related Trust or LLC and authenticated by the Owner
Trustee with respect to Certificates or the Indenture Trustee with respect to
Notes, as applicable, and sold by the Company or by the Trust or LLC, at the
direction of the Company, as applicable, and payment of the agreed consideration
for such Securities shall have been received by the Trust or LLC, all in
accordance with the terms and conditions of the related Operative Documents and
a definitive purchase, underwriting or similar agreement with respect to such
Securities and in the manner described in the Registration Statement:
(i) such Certificates will have been duly authorized by all necessary
action of the Trust and will be legally issued, fully paid and
nonassessable; and
(ii) such Notes will have been duly authorized by all necessary action of
the Trust or LLC and will be legally issued and binding obligations of
the Trust or LLC and entitled to the benefits afforded by the related
Indenture, except as may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other laws relating to or
affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws), and by general principles of equity,
regardless of whether such matters are considered in a proceeding in
equity or at law.
Our opinions expressed herein are limited to the federal laws of the United
States and the laws of the State of New York and the State of Delaware. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the use of our
name therein without admitting we are "experts" within the
Mayer, Brown, Rowe & Maw LLP
June 9, 2006
Page 3
meaning of the Securities Act of 1933, as amended, or the rules and regulations
of the Securities and Exchange Commission issued thereunder, with respect to any
part of the Registration Statement or this exhibit.
Very truly yours,
/s/ Mayer, Brown, Rowe & Maw LLP
MAYER, BROWN, ROWE & MAW LLP