8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 15, 2021

TOYOTA AUTO RECEIVABLES 2021-D OWNER TRUST

(Exact name of Issuing Entity as specified in its charter)

TOYOTA AUTO FINANCE RECEIVABLES LLC

(Exact name of Depositor / Registrant as specified in its charter)

TOYOTA MOTOR CREDIT CORPORATION

(Exact name of Sponsor as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-228027 333-228027-12	95-3775816
(Commission File Number)	(IRS Employer Identification No.)

6565 Headquarters Drive, W2-3D, Plano, Texas	75024-5965
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (469) 486-9020

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Morgan, Lewis & Bockius LLP has been retained by the Registrant as counsel for its Registration Statement on Form SF-3 (Commission File No. 333-228027) in connection with various transactions.  Legal opinions by Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, P.A. to be incorporated into the Registration Statement are attached hereto as Exhibit 5.1, Exhibit 5.2 and Exhibit 8.1.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No. Description

5.1 Opinion of Morgan, Lewis & Bockius LLP as to legality (including consent of such firm).

5.2 Opinion of Richards, Layton & Finger, P.A. with respect to due authorization, enforceability and legality (including consent of such firm).

8.1 Opinion of Morgan, Lewis & Bockius LLP as to certain tax matters (including consent of such firm).

23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1 and Exhibit 8.1).

23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TOYOTA AUTO FINANCE RECEIVABLES LLC
By:	/s/ Stephen Bishop
	Name:	Stephen Bishop
	Title:	Secretary

Date: November 15, 2021

EX-5.1

Exhibits 5.1 and 23.1

[Letterhead of Morgan, Lewis & Bockius LLP]

November 15, 2021

Toyota Auto Finance Receivables LLC

6565 Headquarters Drive, W2-3D

Plano, Texas 75024

Re:Toyota Auto Receivables 2021-D Owner Trust

Ladies and Gentlemen:

We have acted as special counsel to Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the “Depositor”) in connection with the sale by the Depositor and the purchase by the Underwriters (as defined below) of $308,750,000 aggregate principal amount of 0.11192% Asset Backed Notes, Class A-1 (the “Underwritten Class A-1 Notes”), $516,800,000 aggregate principal amount of 0.31% Asset Backed Notes, Class A-2 (the “Underwritten Class A-2 Notes”), $516,800,000 aggregate principal amount of 0.71% Asset Backed Notes, Class A-3 (the “Underwritten Class A-3 Notes”), and $139,650,000 aggregate principal amount of 1.02% Asset Backed Notes, Class A-4 ( the “Underwritten Class A-4 Notes” and, collectively with the Underwritten Class A-1 Notes, the Underwritten Class A-2 Notes and the Underwritten Class A-3 Notes, the “Underwritten Notes”), pursuant to the terms of the Underwriting Agreement, dated as of November 9, 2021 (the “Underwriting Agreement”), among RBC Capital Markets, LLC, BMO Capital Markets Corp., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as representatives of the several underwriters identified therein (collectively, the “Underwriters”), Toyota Motor Credit Corporation and the Depositor.

In connection with the issuance and sale of the Underwritten Notes and $16,250,000 aggregate principal amount of 0.11192% Asset Backed Notes, Class A-1 (the “Non-Underwritten Class A-1 Notes”), $27,200,000 aggregate principal amount of 0.31% Asset Backed Notes, Class A-2 (the “Non-Underwritten Class A-2 Notes”), $27,200,000 aggregate principal amount of 0.71% Asset Backed Notes, Class A-3 (the “Non-Underwritten Class A-3 Notes”), $7,350,000 aggregate principal amount of 1.02% Asset Backed Notes, Class A-4 (the “Non-Underwritten Class A-4 Notes” and, collectively with the Non-Underwritten Class A-1 Notes, the Non-Underwritten Class A-2 Notes, the Non-Underwritten Class A-3 Notes and the Underwritten Notes, the “Registered Notes”), and $40,000,000 aggregate principal amount of 0.00% Asset Backed Notes, Class B (the “Class B Notes” and, together with the Registered Notes, the “Notes”), the Depositor has prepared a prospectus dated November 9, 2021 (collectively with any documents and other information incorporated therein by reference, each in the form prepared for use by the Underwriters in confirming sales of the Underwritten Notes, the “Prospectus”).  Toyota Auto Receivables 2021-D Owner Trust (the “Issuer”) was formed pursuant to a Trust Agreement, dated as of July 17, 2020, by and between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of November 15, 2021, by and between the Depositor and the Owner Trustee.

The Depositor has filed with the Securities and Exchange Commission a registration statement on Form SF-3 (Registration No. 333-228027), as amended by Amendment No. 1 thereto,

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November 15, 2021

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for the registration of the Registered Notes and certain other securities under the Securities Act of 1933, as amended (the “Securities Act”).  In this opinion letter, the foregoing registration statement, as so amended, at its effective date, including any documents and other information incorporated therein by reference, is called the “Registration Statement.”  As set forth in the Prospectus, the Notes will be issued pursuant to an Indenture, dated as of November 15, 2021 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and securities intermediary.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus other than as to the entitlement of the Notes to the benefits of the Indenture and their enforceability against the Issuer in accordance with their terms.

As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of the Depositor as we consider appropriate.As to all matters of fact, we have entirely relied upon certificates of officers of the Depositor and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.In connection with this opinion, we have also examined and relied upon the Registration Statement and the Prospectus.In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

Each opinion set forth below relating to the binding effect of the Notes is subject to the following general qualifications:

(i)the enforceability of any obligation of the Issuer or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshaling or other laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and

(ii)the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

This opinion letter is limited solely to the internal, substantive laws of the State of New York as applied by courts located in New York without regard to choice of law.

Based upon and subject to the foregoing, we are of the opinion that the Notes, when duly authorized by all requisite statutory trust action on the part of the Issuer, executed by the Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture, and, in the case of the Underwritten Notes, delivered against payment in accordance with the Underwriting

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November 15, 2021

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Agreement, will be entitled to the benefits of the Indenture and constitute binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the heading “Legal Opinions” in the Prospectus.  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-5.2

Exhibits 5.2 and 23.2

[Letterhead of Richards, Layton & Finger, P.A.]

November 15, 2021

To The Persons Listed On
 Schedule A Attached Hereto

Re:Toyota Auto Receivables 2021-D Owner Trust

Ladies and Gentlemen:

We have acted as special Delaware counsel to Toyota Auto Receivables 2021-D Owner Trust, a Delaware statutory trust (the “Trust”), in connection with the transactions contemplated by the Trust Agreement, dated as of July 17, 2020, and amended and restated by the Amended and Restated Trust Agreement, dated as of November 15, 2021 (as amended and restated, the “Trust Agreement”), between Wilmington Trust, National Association, a national banking association, as owner trustee (the “Owner Trustee”), and Toyota Auto Finance Receivables LLC, a Delaware limited liability company, as depositor (the “Depositor”).  This opinion is being delivered pursuant to your request.  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth or incorporated by reference in the Trust Agreement, except that reference herein to any document shall mean such document as in effect on the date hereof.

We have examined originals or copies of the following documents:

(a) The Trust Agreement;

(b) The Indenture;

(c) The Administration Agreement;

(d) The Sale and Servicing Agreement;

(e) The Asset Representations Review Agreement (the documents listed in (b) through (e) are collectively referred to herein as the “Trust Documents”);

(f) A form of the Certificate to be issued on the date hereof (the “Certificate”);

(g) The Notes being issued on the date hereof (the “Notes”);

To The Persons Listed On

Schedule A Attached Hereto

November 15, 2021

Page 2

(h) A certificate of an officer of the Owner Trustee;

(i) A certified copy of the certificate of trust of the Trust which was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on July 17, 2020 (the “Certificate of Trust”); and

(j) A certificate of good standing for the Trust, dated November 12, 2021, obtained from the Secretary of State.

We have not reviewed any documents other than the foregoing documents for purposes of rendering our opinions as expressed herein.  In particular, we have not reviewed any document (other than the foregoing documents) that is referred to in or incorporated by reference into any document reviewed by us.  We have assumed that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein.  We have conducted no independent factual investigation of our own but 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.

Based upon the foregoing and upon an examination of such questions of law as we have deemed necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth herein, we advise you that, in our opinion:

1.The Trust has been duly formed and is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), and has the power and authority under the Trust Agreement and the Act to execute, deliver and perform its obligations under the Trust Documents and to issue the Notes and the Certificate.

2.The Trust Documents have been duly authorized, executed and delivered by the Trust.  The Trust has duly authorized, executed and delivered the Notes to the Indenture Trustee for authentication.

3.The Trust Agreement is a legal, valid and binding obligation of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms.

4.Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust and any financing statements with the Secretary of State.

To The Persons Listed On

Schedule A Attached Hereto

November 15, 2021

Page 3

5.Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

6.Under Section 3805(b) of the Act, no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

7.Under the Act, the Trust is a separate legal entity and the Trust rather than the Certificateholders will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Sale and Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property.

8.The Certificate has been duly authorized by the Trust and, when duly executed by the Trust and authenticated by the Owner Trustee and delivered to or upon the written order of the Depositor in accordance with the Trust Agreement, will be validly issued by the Trust and entitled to the benefits of the Trust Agreement.

9.Under Section 3805(c) of the Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder (including the Depositor in its capacity as such) has no interest in specific Trust property.

10.Under Sections 3808(a) and (b) of the Act, the Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

The foregoing opinions are subject to the following exceptions, qualifications and assumptions:

A.The foregoing opinions are limited to the laws of the State of Delaware currently in effect.  We express no opinion with respect to (i) federal laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended, (ii) state tax, insurance, securities or blue sky laws or (iii) laws relating to the particular nature of the Trust assets.

B.We have assumed (i) except to the extent provided in paragraph 1 above, the valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 1 above, that each party has the power and authority to execute and deliver, and to perform its obligations

To The Persons Listed On

Schedule A Attached Hereto

November 15, 2021

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under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraphs 2 and 8 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that each party has complied and will comply with all of the obligations and has satisfied and will satisfy all of the conditions on its part to be performed or satisfied pursuant to the documents examined by us, (vi) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (vii) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust are in full force and effect and have not been amended, (viii) except to the extent provided in paragraphs 4 and 5 above, that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency applicable to it or any of its property or violate any agreement, indenture or instrument to which it is a party or by which it is bound or any provision of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property and (ix) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware trustee as required by the Act, and the filing of documents with the Secretary of State) or employees in the State of Delaware.

C.The foregoing opinions regarding enforceability and the opinions in paragraphs 6, 7, 9 and 10 above are subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws or proceedings relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable public policy with respect to the enforceability of provisions relating to exculpation, indemnification or contribution and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

D.We have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified.

E.We express no opinion as to the creation, attachment, perfection or priority of any mortgage or security interest or the nature or validity of title to any property.  In addition, in rendering the opinions set forth above, we have not considered and express no opinion with respect to the applicability or effect of the choice-of-law rules of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an

To The Persons Listed On

Schedule A Attached Hereto

November 15, 2021

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Intermediary as in effect in the United States of America for matters governed by Article 2(1) of that Convention.

F.Notwithstanding any provision in the Trust Agreement or any Trust Document to the contrary, we note that upon the occurrence of an event of dissolution of the Trust, the Trust cannot make any payments or distributions to the beneficial owners of the Trust until creditors' claims are either paid in full or reasonable provision for payment thereof has been made.

G.With respect to the Trust Agreement, we express no opinion as to the validity or enforceability of provisions that purport to (i) restrict any right that a party may have to apply for a judicial dissolution of the Trust, (ii) impose transfer restrictions on the Certificateholders to the extent that a transfer occurs by operation of law or (iii) bind a Person that is not a party to the Trust Agreement.

H.We have not participated in the preparation of any offering materials with respect to the Trust and assume no responsibility for their contents.

This opinion may be relied upon by you in connection with the matters set forth herein.  Without our prior written consent, this opinion may not be relied upon by or furnished to any other person or entity for any purpose; provided, however, copies of this opinion letter may be posted by Toyota Motor Credit Corporation or the Depositor to a password protected website accessible by any non-hired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to Toyota Motor Credit Corporation the certification required by subsection (e) of Rule 17g-5 under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and agrees to keep this opinion letter confidential as contemplated by Rule 17g-5; provided, that no such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accessing a copy of this opinion letter, will be deemed to have agreed to comply with the terms of this sentence and not to provide copies of this opinion letter to any other person.  We also hereby consent to the filing of this opinion as an exhibit to the Depositor’s current report on Form 8-K.  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 Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,


/s/ Richards, Layton & Finger, P.A.

TJH/MMK/nebg

SCHEDULE A

Toyota Auto Finance Receivables LLC

Toyota Motor Credit Corporation

Toyota Auto Receivables 2021-D Owner Trust

U.S. Bank National Association

Wilmington Trust, National Association

Fitch Ratings, Inc.

S&P Global Ratings

RBC Capital Markets, LLC

BMO Capital Markets Corp.

J.P. Morgan Securities LLC

TD Securities (USA) LLC

Academy Securities, Inc.

Loop Capital Markets LLC

R. Seelaus & Co., LLC

EX-8.1

Exhibits 8.1 and 23.1

[Letterhead of Morgan, Lewis & Bockius LLP]

November 15, 2021

Toyota Auto Finance Receivables LLC

6565 Headquarters Drive, W2-3D

Plano, Texas 75024

Re: Toyota Auto Receivables 2021-D Owner Trust

Ladies and Gentlemen:

We have acted as special counsel to Toyota Auto Finance Receivables LLC, a Delaware limited liability company (the “Depositor”) in connection with the issuance by Toyota Auto Receivables 2021-D Owner Trust (the “Issuer”) of $325,000,000 aggregate principal amount of 0.11192% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $544,000,000 aggregate principal amount of 0.31% Asset Backed Notes, Class A-2 (the “Class A‑2 Notes”), $544,000,000 aggregate principal amount of 0.71% Asset Backed Notes, Class A-3 (the “Class A‑3 Notes”), $147,000,000 aggregate principal amount of 1.02% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”), and $40,000,000 aggregate principal amount of 0.00% Asset Backed Notes, Class B (the “Class B Notes” and, collectively with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Notes”).  In connection with the issuance and sale of the Notes, the Depositor has prepared a prospectus dated November 9, 2021 (the “Prospectus”).

The Depositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SF-3 (Registration No. 333-228027), as amended by Amendment No. 1 thereto, for the registration of the Notes and certain other securities under the Securities Act of 1933, as amended (the “Securities Act”).  In this opinion letter, the foregoing registration statement, as so amended, at its effective date, including any documents and other information incorporated therein by reference, is called the “Registration Statement.”  As set forth in the Prospectus, the Notes will be issued pursuant to an Indenture, dated as of November 15, 2021 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee and securities intermediary.

As such counsel, we have examined copies of the Prospectus and the Indenture, and have relied upon originals or copies of such corporate records, documents, agreements or other instruments of the Depositor as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of the Depositor and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.  In connection with this opinion letter, we have also examined and relied upon the Registration Statement, and forms of prospectus included therein.  In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

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Page 2

Attorneys involved in the preparation of this opinion letter are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal tax laws of the United States of America.

Based on the foregoing and consideration of such other matters as we have deemed appropriate, we are of the opinion that as of the date hereof, the statements in the Prospectus under the headings “Summary of Terms—Tax Status” and “Material U.S. Federal Income Tax Considerations,” insofar as they describe certain provisions of federal tax law or legal conclusions with respect thereto, are correct in all material respects.

Our opinion above is based upon our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and upon the facts and assumptions discussed herein.  This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein.  In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court.  Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm in the Prospectus under the headings “Summary of Terms—Tax Status,” “Material U.S. Federal Income Tax Considerations” and “Legal Opinions.”  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP