DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK 10019-6092
TELEPHONE 212 259-8000 FACSIMILE 212 259-6333
_______, _____
IKON Receivables Funding, LLC
1738 Bass Road
P.O Box 9115
Macon, GA 31208
Re: Lease-Backed Notes
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Ladies and Gentlemen:
We have acted as special counsel in connection with the preparation and
filing of the registration statement on Form S-3 (Registration 333-_______)
(such registration statement, the "Registration Statement") being filed today
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), in respect of Lease-Backed Notes (the "Notes")
which IKON Receivables Funding, LLC (the "Issuer" or the "Registrant") plans to
offer in series, each series to be issued under a separate assignment and
servicing agreement or indenture (an "Indenture"), in substantially one of the
forms incorporated by reference as Exhibits to the Registration Statement, among
Issuer, a servicer to be identified in the prospectus supplement for such series
of Notes (the "Servicer" for such series), and a trustee to be identified in the
prospectus supplement for such series of Notes (the "Trustee" for such series).
We have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such documents and records of
Issuer and such other instruments and other certificates of public officials,
officers and representatives of Issuer and such other persons, and we have made
such investigations of law, as we have deemed appropriate as a basis for the
opinions expressed below.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction except as to matters that are
governed by Federal law or the laws of the State of New York. All opinions
expressed herein are based on laws, regulations and policy guidelines currently
in force and may be affected by future regulations.
Based upon the foregoing, we are of the opinion that:
1. When, in respect of a series of Notes, an Indenture has been duly
executed and delivered by Issuer, the Servicer and the Trustee for such
series, such Indenture will be a valid and legally binding obligation of
the Issuer; and
2. When an Indenture for a series of Notes has been duly executed and
delivered by the Issuer, the Servicer and the Trustee for such series,
and when the Notes of such series have been duly executed and
authenticated in accordance with the provisions of the Indenture, and
issued and sold as contemplated in the Registration Statement and the
Prospectus, as amended or supplemented and delivered pursuant to Section
5 of the Act in connection therewith, such Notes will be legally and
validly issued, fully paid and nonassessable, and the holders of such
Notes will be entitled to the benefits of such Indenture.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and in future related prospectus supplements under the
heading "Legal Matters." In giving this opinion, we do not concede that we are
experts within the meaning of the Act or the rules and regulations therewith, or
that this consent is required by Section 7 of the Act.
Very truly yours,
DEWEY BALLANTINE LLP
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