EX-5.1 2 c54306_ex5-1.htm c54306_ex5-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 5.1

        Mayer Brown LLP 
        71 South Wacker Drive 
July 16, 2008          Chicago, Illinois 60606-4637 
 
        Main Tel (312) 782-0600 
        Main Fax (312) 701-7711 
        www.mayerbrown.com 
USAA Acceptance, LLC     
10750 McDermott Freeway     
San Antonio, Texas 78288     
 
Re:    USAA Acceptance, LLC     
    Registration Statement on Form S-3 (No. 333-131356)     

Ladies and Gentlemen:

     We have acted as special counsel to USAA Acceptance, LLC, a Delaware limited liability company (the “Depositor”), in connection with the offering of Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (collectively, the “Notes”) described in the preliminary prospectus supplement dated July 11, 2008 and the base prospectus dated July 11, 2008 (collectively, the “Preliminary Prospectus”), which have been filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”). As described in the Preliminary Prospectus, the Notes will be issued by USAA Auto Owner Trust 2008-3 (the “Issuer”), a trust formed by the Depositor pursuant to a trust agreement between the Depositor and Wells Fargo Delaware Trust Company, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuer and The Bank of New York Mellon, as indenture trustee.

     In that connection, we are generally familiar with the proceedings taken or to be taken in connection with the proposed authorization, issuance and sale of the Notes, and have examined and relied upon copies of such statutes, documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Preliminary Prospectus and the current draft of the Indenture (including the form of the Notes included as an exhibit thereto).

     Based on and subject to the foregoing, we are of the opinion that, with respect to the Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Notes have been duly executed and issued by the Issuer, authenticated by the Indenture Trustee, and sold by the Depositor, and (c) payment of the agreed consideration for the Notes has been received by the Issuer, such Notes will have been duly authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).


MAYER BROWN LLP

USAA Acceptance, LLC

Page 2

     Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Preliminary Prospectus and to the use of our name therein without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the above-captioned registration statement or the Preliminary Prospectus.

    Very truly yours,
     
    /s/ Mayer Brown LLP
     
    MAYER BROWN LLP