KIRKLAND & ELLIS
Partnerships Including Professional Corporations
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
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, a Delaware
limited liability company (the "Company"), 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 Company of certain Asset Backed Notes (the "Notes") 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 World Omni Master Owner Trust (the "Master Trust"). The Master Trust
was formed pursuant to a Certificate of Trust filed with the Secretary of State
of Delaware on November 22, 1999. Each series of Notes will be issued pursuant
to the terms of the Indenture in effect on such date and a supplement to the
Indenture (a "Series Supplement").
In arriving at the opinion expressed below, among other
things, we have examined and relied, to the extent we deem proper, on (i) the
Registration Statement, (ii) the Trust Sale and Servicing Agreement, dated as of
November 22, 1999 and the form of Amended and Restated Trust Sale and Servicing
Agreement to be entered into between World Omni Financial Corp., the Company and
the
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March 7, 2000
Page 2
Master Trust, (iii) the Trust Agreement, dated as of November 22, 1999
(including the form of Certificates included as an exhibit thereto) between the
Company and Chase Manhattan Bank Delaware, as Owner Trustee, (iv) the Indenture,
dated as of November 22, 1999 and the form of Amended and Restated Indenture to
be entered into by the Master Trust and Harris Trust and Savings Bank, as
Indenture Trustee, (v) the form of Series Supplement to the Indenture and (vi)
copies of such other documents as we have deemed necessary for the expression of
the opinion contained herein.
We have examined and relied, with your permission, as to
factual matters upon the representations and warranties contained in or made
pursuant to the documents referred to above and upon the originals or copies
certified or records of the Company and such other instruments and certificates
of public officials, officers and representatives of the Company and other
persons, and we have made such investigations of law as we have deemed
appropriate. In such examination, we have assumed, with your permission, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as copies, and the authenticity
of the originals of all documents submitted to us as copies. With your
permission, we have further assumed the genuineness of the signatures of persons
signing all documents and instruments and the authority of such persons signing
on behalf of the parties thereto.
In rendering our opinion, we have also considered and relied
upon the Internal Revenue Code of 1986, as amended (the "Code"), administrative
rulings, judicial decisions, regulations, and such other authorities (including
Treasury regulations) as we have deemed appropriate, all as in effect on the
date hereof and all which are subject to change or different interpretation.
However, we will not seek a tax ruling from the Internal Revenue Service (the
"IRS") with respect to any of the matters discussed herein. Moreover, the
statutory provisions, regulations, interpretations and other authorities upon
which our opinion is based are subject to change, and such changes could apply
retroactively. In addition, there can be no assurance that positions contrary to
those stated in our opinion will not be taken by the IRS. Our opinion is in no
way binding on the IRS or any court, and it is possible that the IRS or a court
could, when presented with these facts, reach a different conclusion.
Based on the foregoing, and assuming the aforementioned
documents are duly executed and delivered in substantially the form we have
examined, we are of the opinion that the statements in the
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March 7, 2000
Page 3
Prospectus under the headings "Summary--Tax Status" and "Certain Federal Income
Tax Consequences," to the extent that they constitute matters of law or legal
conclusions with respect thereto, have been prepared or reviewed by us and are
correct in all material respects.
Except for the opinion expressed above, we express no opinion
as to any other tax consequences of the transaction to any part under federal,
state, local, or foreign laws. In addition, we express no opinion as to the laws
of any jurisdiction other than the federal laws of the United States of America
to the extent specifically referred to herein.
Very truly yours,
/s/ KIRKLAND & ELLIS
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KIRKLAND & ELLIS