8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 17, 2012

NISSAN AUTO LEASE TRUST 2012-B

(Exact name of Issuing Entity as specified in its charter with respect to the Notes)

NISSAN AUTO LEASING LLC II

(Exact name of Depositor as specified in its charter and Transferor of the SUBI Certificate to the Issuing Entity)

NISSAN-INFINITI LT

(Exact name of Issuer as specified in its charter with respect to the SUBI Certificate)

Delaware	333-170956-05	38-7057979
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)
ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE		37067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 725-1127

None

(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 (see General Instruction A.2. below):

¨ 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))

ITEM 8.01. OTHER EVENTS.

The Depositor has filed a final prospectus supplement, dated October 17, 2012 setting forth a description of the pool of closed-end Nissan and Infiniti leases, the related Nissan and Infiniti leased vehicles and related assets and the structure of $107,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $143,000,000 aggregate principal amount of the Class A-2a Asset Backed Notes, $196,000,000 aggregate principal amount of the Class A-2b Asset Backed Notes, $214,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes, and $90,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Nissan Auto Lease Trust 2012-B.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

The exhibit number corresponds with Item 601(a) of Regulation S-K.

Exhibit No.	Description
Exhibit 5.1	Opinion of Winston & Strawn LLP, dated as of October 23, 2012, as to legality matters
Exhibit 8.1	Opinion of Winston & Strawn LLP, dated as October 23, 2012, as to certain tax matters

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.

Date: October 23, 2012	NISSAN AUTO LEASING LLC II
	By:	/s/ Shishir Bhushan
		Name: Shishir Bhushan
		Title:   Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 5.1	Opinion of Winston & Strawn LLP, dated as of October 23, 2012, as to legality matters
Exhibit 8.1	Opinion of Winston & Strawn LLP, dated as of October 23, 2012, as to certain tax matters

EX-5.1

Exhibit 5.1

October 23, 2012

Nissan Auto Lease Trust 2012-B Nissan Auto Leasing LLC II Nissan Motor Acceptance Corporation One Nissan Way Franklin, Tennessee 37067 Re:   Nissan Auto Lease Trust 2012-B          Registration Statement on Form S-3          Registration Nos. 333-170956 and 333-170956-05 Ladies and Gentlemen: We have acted as special counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), in connection with the offering of $107,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $143,000,000 aggregate principal amount of the Class A-2a Asset Backed Notes, $196,000,000 aggregate principal amount of the Class A-2b Asset Backed Notes, $214,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes and $90,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes (collectively, the “Notes”) described in the final prospectus supplement dated October 17, 2012, and the base prospectus dated October 12, 2012 (the “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”), and the rules or regulations promulgated thereunder. As described in the Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2012-B, a Delaware statutory trust (the “Issuing Entity”), formed by the Depositor pursuant to a trust agreement between the Depositor and Wilmington Trust, National Association, as owner trustee (as amended and restated, the “Trust Agreement”). The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuing Entity and U.S. Bank National Association, as indenture trustee. Capitalized terms used herein without definition herein have the meanings set forth in the Prospectus.

Nissan Auto Lease Trust 2012-B

Nissan Auto Leasing LLC II

Nissan Motor Acceptance Corporation

October 23, 2012

Page 2

We have examined originals or copies, certified or otherwise identified to our satisfaction, of the organizational documents of the Depositor, Nissan Motor Acceptance Corporation, a California corporation (“NMAC”) and the Issuing Entity, the Trust Agreement, the Indenture, the form of Notes included as an exhibit to the Indenture, and such other records, documents and certificates of the Depositor, NMAC, the Issuing Entity and public officials and other instruments as we have deemed necessary for the purpose of this opinion. In addition, we have assumed that the Indenture will be duly executed and delivered by the parties thereto; that the Notes will be duly executed and delivered substantially in the forms contemplated by the Indenture; and that the Notes will be sold as described in the above captioned registration statement and the Prospectus.

Based upon the foregoing, we are of the opinion that, 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 Issuing Entity, authenticated by the Indenture Trustee, and sold, and (c) payment of the agreed consideration for the Notes has been received by the Issuing Entity, such Notes will have been duly authorized by all necessary action of the Issuing Entity and will be legally valid and binding obligations of the Issuing Entity, enforceable in accordance with their respective terms, and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law.

The opinions expressed above are limited to the federal laws of the United States of America and the laws of the State of New York (excluding choice of law principles therein), the Delaware Limited Liability Company Act, and the Delaware Statutory Trust Act. We express no opinion herein as to the laws of any other jurisdiction and no opinion regarding the statues, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to a Form 8-K filed in connection with the Prospectus and to the use of our name therein, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Commission thereunder, with respect to any part of the above captioned registration statement or the Prospectus.

Respectfully submitted,

/s/ Winston & Strawn LLP

EX-8.1

Exhibit 8.1

October 23, 2012
Nissan Auto Lease Trust 2012-B Nissan Auto Leasing LLC II Nissan Motor Acceptance Corporation One Nissan Way Franklin, Tennessee 37067
Re:   Nissan Auto Lease Trust 2012-B          Registration Statement on Form S-3          Registration Nos. 333-170956 and 333-170956-05
Ladies and Gentlemen:
We have acted as special tax counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”) in connection with the offering of $107,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $143,000,000 aggregate principal amount of the Class A-2a Asset Backed Notes, $196,000,000 aggregate principal amount of the Class A-2b Asset Backed Notes, $214,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes and $90,000,000 aggregate principal amount of the Class A-4 Asset Backed Notes (collectively, the “Notes”) described in the final prospectus supplement dated October 17, 2012 (the “Prospectus Supplement”), and the base prospectus dated October 12, 2012 (the “Base Prospectus” and together with the Prospectus Supplement, the “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”), and the rules or regulations promulgated thereunder. As described in the Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2012-B, a Delaware statutory trust (the “Issuing Entity”), formed by the Depositor pursuant to a trust agreement (as amended and restated, the “Trust Agreement”) between the Depositor and Wilmington Trust, National Association, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuing Entity and U.S. Bank National Association, as indenture trustee. Capitalized terms used herein without definition herein have the respective meanings set forth in the Prospectus.

Nissan Auto Leasing LLC II

Nissan Motor Acceptance Corporation

Nissan Auto Lease Trust 2012-B

October 23, 2012

Page 2

As special tax counsel to the Depositor, we have advised the Depositor with respect to material federal income tax aspects of the proposed issuance of the Notes after the date hereof as described in the Prospectus. Such advice has formed the basis for the statements in the Base Prospectus forming part of the above-captioned registration statement under the captions “SUMMARY OF TERMS – TAX STATUS” and “MATERIAL FEDERAL INCOME TAX CONSEQUENCES,” and the statements in the Prospectus Supplement forming part of the above captioned registration statement under the captions “SUMMARY – TAX STATUS” and “MATERIAL FEDERAL INCOME TAX CONSEQUENCES.” As discussed in the Base Prospectus under the heading “Material Federal Income Tax Consequences,” and in the Prospectus Supplement under the headings “SUMMARY – TAX STATUS” and “MATERIAL FEDERAL INCOME TAX CONSEQUENCES,” it is our opinion that, for federal income tax purposes, (1) the Issuing Entity will not be classified as an association or a publicly traded partnership taxable as a corporation, and (2) the Notes (other than the Tax Retained Notes, if any) will be characterized as debt.

The opinion expressed above is subject to the following assumptions, qualifications, limitations and exceptions:

Our opinion is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, current administrative rulings, judicial decisions, and other applicable authorities, all as in effect on the date of such opinion. All of the foregoing authorities are subject to change or new interpretation, both prospectively and retroactively, and such changes or interpretation, as well as the changes in the facts as they have been represented to us or assumed by us, could affect our opinion. Our opinion does not foreclose the possibility of a contrary determination by the Internal Revenue Service (the “IRS”) or by a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future. Furthermore, our opinion assumes that all the transactions contemplated by the Prospectus will be consummated in accordance with the terms of the Prospectus.

This opinion letter is furnished by us as special tax counsel for the Depositor and may be relied upon only in connection with the transactions contemplated by the Indenture or the Trust Agreement, as applicable. It may not be used or relied upon for any other purpose. This opinion letter is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that arise after the date of this opinion letter and come to our attention, or any future changes in laws.

We consent to the filing of this letter with the Commission as Exhibit 8.1 to a Form 8-K filed in connection with the Prospectus and to the use of our name therein, without admitting that we are “experts” within the meaning of the Act or the rules or regulations of the Commission thereunder, with respect to any part of the above captioned registration statement or the Prospectus, including this exhibit.

Respectfully submitted,

/s/ Winston & Strawn LLP