Exhibit 5.1
May 24, 2000
World Omni Auto Receivables LLC
120 N.W. 12th Avenue
Deerfield Beach, Florida 33442
Re: Auto Receivables-Backed Certificates and Auto Receivables-Backed Notes
Gentlemen:
We have acted as special counsel to World Omni Auto
Receivables LLC (the "Seller") in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), which Registration Statement is being
filed with the Securities and Exchange Commission (the "Commission"), pursuant
to the Securities Act of 1933, as amended (the "Act"). The Prospectus describes
Auto Receivables-Backed Certificates ("Certificates") and Auto
Receivables-Backed Notes ("Notes") to be sold by the Seller in one or more
series (each, a "Series") of Certificates or Notes, as applicable. Each Series
of Certificates will be issued under a separate pooling and servicing agreement
(the "Pooling and Servicing Agreement") among World Omni Financial Corp. (a
"Servicer"), the Seller and a trustee (a "Trustee") and, if applicable, such
other parties to be identified in the Prospectus Supplement for such Series.
Each Series of Notes will be issued under a separate indenture (the "Indenture")
among a trust to be formed by the Seller (a "Trust"), an indenture trustee (the
"Indenture Trustee") and, if applicable, such other parties to be identified in
the Prospectus Supplement for such Series. The form of Pooling and Servicing
Agreement, filed as an exhibit to Seller's Registration Statement on Form S-3,
is incorporated by reference as an exhibit to the Registration Statement. The
form of Indenture, filed as an exhibit to Seller's Registration Statement on
Form S-3, is incorporated by reference as an exhibit to the Registration
Statement. Capitalized terms used and not otherwise defined herein have the
respective meanings given to such terms in the Registration Statement.
In rendering the opinions set forth below, we have examined
and relied upon the following: (1) the Registration Statement, the Prospectus
and the form of Prospectus Supplement constituting a part thereof, each
substantially in the form filed with the Commission; (2) the form of Pooling and
Servicing Agreement; (3) the form of Indenture and (4) such other documents,
materials and authorities as we have deemed necessary in order to enable us to
render our opinion set forth below. We express no opinion with respect to any
Series of Certificates or Notes for which we do not act as counsel to the
Seller.
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Based on the foregoing, we are of the opinion that:
1. When the Pooling and Servicing Agreement for a
Series of Certificates has been duly and validly authorized,
executed and delivered by the Seller, a Servicer, a Trustee
and any other party thereto, such Pooling and Servicing
Agreement will constitute a legal, valid and binding agreement
of the Seller, enforceable against the Seller in accordance
with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting creditors'
rights generally, and to general principles of equity
(regardless of whether enforcement is sought in a proceeding
at law or in equity), and except that the enforcement of
rights with respect to indemnification and contribution
obligations and provisions (a) purporting to waive or limit
rights to trial by jury, oral amendments to written agreements
or rights to set off or (b) relating to submission to
jurisdiction, venue of service or process, may be limited by
applicable law or considerations of public policy.
2. When the Indenture for a Series of Notes has been
duly and validly authorized, executed and delivered by a
Trust, an Indenture Trustee and any other party thereto, such
Indenture will constitute a valid and legally binding
agreement of such Trust, enforceable against such Trust in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting creditors'
rights generally, and to general principles of equity
(regardless of whether enforcement is sought in a proceeding
at law or in equity), and except that the enforcement of
rights with respect to indemnification and contribution
obligations and provisions (a) purporting to waive or limit
rights to trial by jury, oral amendments to written agreements
or rights to set off or (b) relating to submission to
jurisdiction, venue of service or process, may be limited by
applicable law or considerations of public policy.
3. When the Pooling and Servicing Agreement for a
Series of Certificates has been duly and validly authorized,
executed and delivered by the Seller, a Servicer, a Trustee
and any other party thereto, and the Certificates of such
Series have been duly executed, authenticated, delivered and
sold as contemplated in the Registration Statement, such
Certificates will be legally and validly issued, fully paid
and nonassessable, and entitled to the benefits provided by
such Pooling and Servicing Agreement.
4. When the Indenture for a Series of Notes has been
duly and validly authorized, executed and delivered by a
Trust, an Indenture Trustee and any other party thereto, and
the Notes of such Series have been duly executed,
authenticated, delivered and sold as contemplated in the
Registration Statement, such Notes will be legally and validly
issued, fully paid and nonassessable obligations of such
Trust, enforceable against such Trust in accordance with their
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terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to creditors' rights
generally, and to general principles of equity including
principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity), and will be validly issued
and outstanding and entitled to the benefits provided by such
Indenture.
5. The description of federal income tax consequences
appearing under the heading "Federal Income Tax Consequences"
in the Prospectus accurately describes the material federal
income tax consequences to holders of Certificates or Notes,
as applicable, under existing law and subject to the
qualifications and assumptions stated therein.
We hereby consent to the filing of this letter as an Exhibit
to the Registration Statement and to the reference to this firm under the
headings "Legal Matters" and "Federal Income Tax Consequences" in the
Prospectus, which is a part of the Registration Statement. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/S/ CADWALADER, WICKERSHAM & TAFT