KIRKLAND & ELLIS LLP
AND AFFILIATED PARTNERSHIPS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000 Facsimile:
(312) 861-2200
www.kirkland.com
September 4, 2003
EXHIBIT 5.1
WODFI LLC
120 N.W. 12th Avenue
Deerfield Beach, FL 33442
Re: WODFI
World Omni Master Owner Trust
Pre-Effective Amendment No. 1 to Registration Statement
No. 333-97487
We have acted as special counsel to WODFI LLC (the "Transferor"), in
connection with the above-mentioned Pre-Effective 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
"Master 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
Master Trust. The Master Trust has also issued Asset Backed Certificates which
are not being offered by the Prospectus. The Master 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) Amended and Restated
Trust Sale and Servicing Agreement, dated as of April 6, 2000 between World Omni
Financial Corp., the Transferor and the Master 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 Amended and Restated Indenture, dated as of April 6,
2000 between the Master Trust and BNY Midwest Trust Company
(successor-in-interest to the corporate trust administration of Harris Trust and
Savings Bank), as Indenture Trustee, (iv) the form of Series Supplement to the
Indenture, (v) the form of the
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WODFI LLC
September 4, 2003
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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
(collectively, the "Basic Documents").
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 Master 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 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 Notes, such Notes have been duly issued by the Master
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 of Terms--Tax Status," "Certain Federal
Income Tax Consequences", and "Legal Opinions" in the prospectus supplement,
each of which is part of the Registration Statement. In giving this consent, we
do not thereby admit that we
WODFI LLC
September 4, 2003
Page 3
come within the category of persons whose consent is required 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 LLP
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KIRKLAND & ELLIS LLP