Exhibit 5.2 - Opinion of Richards, Layton & Finger, P.A. - Legality
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
September 26, 2003
CarMax Auto Funding LLC
4900 Cox Road, Suite 200
Glen Allen, Virginia 23060
Re: CarMax Auto Funding LLC
Registration Statement on Form S-3 (File No. 333-107925)
Ladies and Gentlemen:
We have acted as special Delaware counsel for CarMax Auto Funding LLC
(the "Registrant") in connection with the Registration Statement on Form S-3,
filed with the Securities and Exchange Commission (the "SEC") on August 13, 2003
(File No. 333-107925), as amended by the First Amendment to the Registration
Statement, filed with the SEC on or about September 26, 2003 (collectively, the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of up to $3,200,000,000 aggregate
principal amount of Asset Backed Certificates (the "Certificates") and Asset
Backed Notes. Each series of Certificates may be issued pursuant to a trust
agreement (the "Trust Agreement") among a trustee named in the related
prospectus supplement, the Registrant and another entity named in such
prospectus supplement. This opinion is being delivered to you at your request.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the Registration Statement, including (a) the form of Trust Agreement
attached thereto as Exhibit 4.1.1 (including the form of Certificate of Trust
attached thereto (the "Non-Insured Certificate of Trust") and including the form
of Certificates attached thereto) and (b) the form of Trust Agreement for
Insured Offerings attached thereto as Exhibit 4.1.2 (including the form of
Certificate of Trust attached thereto (the "Insured Certificate of Trust" and
the Non-Insured Certificate of Trust, each a "Certificate of Trust") and the
form of Certificates attached thereto) (the Trust Agreement identified in item
(a) or item (b), as applicable, being referred to as the "Trust Agreement" and
the Certificates identified in items (a) and (b), as applicable, being referred
to as the "Certificates").
CarMax Auto Funding LLC
September 26, 2003
Page 2
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, which we believe are all the documents
reasonably necessary for us to have considered for purposes of rendering the
opinions stated herein, and we have assumed that there exists no provision in
any document that we have not reviewed that bears upon or is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. When each Trust Agreement in respect of which we have participated
as your counsel has been duly completed, executed and delivered, it will
constitute a legal, valid and binding obligation of the Registrant enforceable
in accordance with its terms; and
2. With respect to the Certificates to be issued by a Delaware
statutory trust pursuant to a Trust Agreement, when (i) the final terms of such
Certificates have been duly established, (ii) the documents relating to the
issuance of such Certificates have each been duly completed, executed and
delivered by the parties thereto substantially in the form filed as an exhibit
to the Registration Statement reflecting the terms established as described
above, (iii) the Certificate of Trust for the related Delaware statutory trust
has been duly executed by the owner trustee and filed with the Office of the
Secretary of State of the State of Delaware, and (iv) such Certificates have
been duly executed and issued by the related Delaware statutory trust and
authenticated by the owner trustee, and delivered to and paid for by the
purchasers thereof, all in accordance with the terms and conditions of the
related Transaction Documents and in the manner described in the Registration
Statement, such Certificates will be legally and validly issued, fully-paid and
non-assessable beneficial interests in the Trust and the holders of such
Certificates will be entitled to the benefits provided by the Trust Agreement
pursuant to which such Certificates were issued. We note that the holders of
such Certificates may be obligated to make certain payments as set forth in the
Trust Agreements.
CarMax Auto Funding LLC
September 26, 2003
Page 3
The foregoing opinions regarding enforceability are subject to (i)
applicable bankruptcy, insolvency, moratorium, reorganization, receivership,
fraudulent conveyance and similar laws relating to or affecting the rights and
remedies of creditors generally, (ii) principles of equity, including applicable
law with respect to fiduciary duties (regardless of whether considered and
applied in a proceeding in equity or at law) and (iii) the effect of applicable
public policy on the enforceability of provisions relating to indemnification or
contribution.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Opinions" in the Prospectus Supplement forming a part of the Registration
Statement. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange Commission
thereunder with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER, P.A.