EXHIBIT 5.1
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OPINION OF FORREST F. STANLEY, ESQ.
May 14, 2004
Key Bank USA, National Association
127 Public Square
Cleveland, Ohio 44114
Key Consumer Receivables LLC
127 Public Square
Cleveland, Ohio 44114
Re: KEY BANK USA, NATIONAL ASSOCIATION
KEY CONSUMER RECEIVABLES LLC
REGISTRATION STATEMENT ON FORM S-3
FILE NUMBERS 333-114367 AND 333-114367-01
Gentlemen:
I am Senior Vice President and Associate General Counsel of KeyBank
National Association and have acted as Counsel to Key Bank USA, National
Association (the "Bank") and its subsidiary Key Consumer Receivables LLC
("KCRL") in connection with the above referenced Registration Statement
(together with the exhibits and any amendments thereto, the "Registration
Statement") filed by the Bank and KCRL with the Securities and Exchange
Commission in connection with the registration by the Bank and KCRL of Asset
Backed Notes and Asset Backed Certificates (the "Notes" and "Certificates" and
each "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.
I am familiar with the proceedings to date in connection with the
proposed issuance and sale of the Notes and Certificates, and in order to
express my opinion hereinafter stated, I, or attorneys working at my direction,
have examined and relied upon the Registration Statement and, in each case as
filed with the Registration Statement, the forms of Sale and Servicing
Agreement, Indenture, Administration Agreement, Amended and Restated Trust
Agreement, Note and Certificate (the "Operative Documents"). Terms used herein
without definition have the meanings given to such terms in the Registration
Statement. I, or attorneys working at my direction, have also examined the
Articles of Association and Bylaws of the Bank, the Limited Liability Company
Agreement of KCRL, and such other corporate records, statutes and other
instruments as I have deemed necessary for the purposes of this opinion.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage, and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The Law covered by the opinions
expressed herein is limited to the Laws of the State of Ohio and Federal Law.
Based upon and subject to the foregoing, I am of the opinion that, with
respect to the Notes and/or Certificates of any series, when: (a) the
Registration Statement becomes effective pursuant to the provisions of the
Securities Act of 1933, as amended, (b) the amount, price, interest rate and
other principal terms of such Securities have been fixed by or pursuant to
authorization of the Board of Directors of the Bank and/or the Board of
Directors of KCRL, as appropriate, (c) the Operative Documents relating to such
series have each been duly completed, authorized, executed and delivered by the
parties thereto, substantially in the form filed as an exhibit to the
Registration Statement reflecting the terms established as described above, (d)
in the case of any Trust that issues Notes, the related Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, (e) such Securities
have been duly executed and issued by the related Trust and authenticated by the
Eligible Lender Trustee, and sold by the Bank and/or KCRL or the Trust, at the
direction of the Bank and/or KCRL, as applicable, and (f) payment of the agreed
consideration for such Securities shall have been received by the Trust, 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
Notes will have been duly authorized by all necessary action of the Trust and
will be legally issued and binding obligations of the Trust and entitled to the
benefits afforded by the related Indenture and (ii) such Certificates will have
been duly authorized by all necessary action of the Trust and will be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this Opinion Letter as an Exhibit to
the Registration Statement and to the references to me under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
/s/ Forrest F. Stanley
Forrest F. Stanley
Senior Vice President and
Associate General Counsel