KIRKLAND & ELLIS
Partnerships Including Professional Corporations
Citicorp Center
153 East 53rd Street
New York, New York 10022-4675
(212) 446-4800
March 7, 2000
WODFI LLC
120 N.W. 12th Avenue
Deerfield Beach, FL 33442
Re: WODFI LLC
World Omni Master Owner Trust
Amendment No. 1 to Registration Statement
No. 333-84579
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We have acted as special counsel to WODFI LLC (the
"Transferor"), in connection with the above-mentioned Amendment No. 1 to
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (together with the exhibits and amendments thereto, the "Registration
Statement") in connection with the registration by the Transferor of certain
Asset Backed Notes (the "Notes") issued by World Omni Master Owner Trust (the
"Trust") and 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 Notes will be
issued by the Trust. The Trust has also issued Asset Backed Certificates which
are not being offered by the Prospectus. The Trust was formed pursuant to a
Certificate of Trust filed with the Secretary of State of Delaware on November
22, 1999.
In arriving at the opinion expressed below, among other
things, we have examined and relied, to the extent we deem proper, on (i) the
Trust Sale and Servicing Agreement, dated as of November 22, 1999 and the form
of the Amended and Restated Trust Sale and Servicing Agreement to be entered
into between World Omni Financial Corp., the Transferor and the Trust, (ii) the
Trust Agreement, dated as of November 22, 1999 (including the form of
Certificates included as an exhibit thereto) between the Transferor and Chase
Manhattan Bank Delaware, as Owner Trustee, (iii) the Indenture, dated as of
November 22, 1999 and the form of
WODFI LLC
March 7, 2000
Page 2
Amended and Restated Indenture to be entered into by the Trust and Harris Trust
and Savings Bank, as Indenture Trustee, (iv) the form of Series Supplement to
the Indenture, (v) the form of the Underwriting Agreement to be executed by the
Company and the representative of the several underwriters (the "Underwriters)
to be parties thereto (the "Underwriting Agreement") and (vi) copies of such
other documents as we have deemed necessary for the expression of the opinion
contained herein.
Subject to the assumptions, qualifications, and limitations
identified in this letter, and assuming the aforementioned documents are duly
executed and delivered in substantially the form we have examined, we hereby
advise you that in our opinion after the Requisite Preliminary Actions
identified below have been taken, the Notes will have been validly issued and
will be fully paid and non-assessable and will be binding obligations of the
Trust.
The term "Requisite Preliminary Actions" means: (i) the
Registration Statement becomes effective pursuant to the provisions of the
Securities Act of 1933, as amended, (ii) the amount, price, interest rate or
pass through rate and other principal terms with respect to each series of
registered Notes, the Basic 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,
(iii) the Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended, and (iv) with respect to each series of Registered Notes, such
Registered Notes have been duly issued by the Trust and authenticated by the
Indenture Trustee, as applicable, all in accordance with the terms and
conditions of the related Basic Documents and sold by the Transferor in the
manner described in the Registration Statement.
For purposes of this letter, once the Underwriters have paid
for the Notes pursuant to the Underwriting Agreement, the Notes will be
considered "fully paid and nonassessable."
Our advice on every legal issue addressed in this letter is
based exclusively on the internal law of the State of New York. We advise you
that issues addressed by this letter may be governed in whole or in part by
other laws, but we express no opinion as to whether any relevant difference
exists between the laws upon which our opinions are based and any other laws
which may actually govern. For purposes of our opinions, we have assumed without
independent investigation that factual information supplied to us for purposes
of our opinions is complete and accurate.
We consent to the filing of both this letter and the letter
filed as Exhibit 8.1 of the Registration Statement as exhibits to the
Registration Statement and to the reference to this firm under the captions
titled "Summary--Tax Status," "Certain Federal Income Tax Consequences" and
"Legal Opinions" in the prospectus and "Summary--Tax Status" and "Certain
Federal Income Tax Consequences" in the prospectus supplement, each of which is
part of the Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
WODFI LLC
March 7, 2000
Page 3
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,
/s/ KIRKLAND & ELLIS
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KIRKLAND & ELLIS