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): January 17, 2024

NISSAN AUTO LEASE TRUST 2024-A

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

Central Index Key Number: 0001999583

NISSAN AUTO LEASING LLC II

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

Central Index Key Number: 0001244832

NISSAN-INFINITI LT LLC

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

Central Index Key Number: 0001244827

NISSAN MOTOR ACCEPTANCE COMPANY LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639

DELAWARE	333-258304-06	93-6839626
(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)

(615) 725-1127

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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.

The Depositor has filed a prospectus, dated January 17, 2024, 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 $150,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes (the “Class A-1 Notes”), $262,000,000 aggregate principal amount of the Class A-2a Asset Backed Notes (the “Class A-2a Notes”), $262,000,000 aggregate principal amount of the Class A-2b Asset Backed Notes (the “Class A-2b Notes”), $460,000,000 aggregate principal amount of the Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and $75,120,000 aggregate principal amount of the Class A-4 Asset Backed Notes by Nissan Auto Lease Trust 2024-A (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, and Class A-3 Notes, the “Notes”).

This Current Report on Form 8-K is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Nissan Auto Leasing LLC II, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively and copies of the legality opinion delivered by Richards, Layton and Finger, P.A., counsel to Nissan-Infiniti LT LLC, in connection with the issuance of the Notes is attached hereto as Exhibit 5.2.

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 Mayer Brown LLP, dated as of January 19, 2024, as to legality matters
Exhibit 5.2	Opinion of Richards, Layton and Finger, P.A., dated as of January 19, 2024, as to legality matters
Exhibit 8.1	Opinion of Mayer Brown LLP, dated as of January 19, 2024, 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: January 19, 2024	NISSAN AUTO LEASING LLC II
	By:	/s/ Douglas E. Gwin, Jr.
	Name:	Douglas E. Gwin, Jr.
	Title:	Assistant Treasurer

EX-5.1

Exhibit 5.1

January 19, 2024

Mayer Brown LLP

71 South Wacker Drive

Chicago, IL 60606

United States of America

Nissan Auto Leasing LLC II Nissan-Infiniti LT LLC One Nissan Way Franklin, Tennessee 37067 T: +1 312 782 0600 F: +1 312 701 7711   mayerbrown.com

Re: Nissan Auto Leasing LLC II and Nissan-Infiniti LT LLC

Registration Statement on Form SF-3

Registration Nos. 333-258304 and 333-258304-01

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 above-captioned registration statement (the “Registration Statement”) and the offering and sale of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) described in the prospectus dated January 17, 2024 (the “Prospectus”), which has been filed by the Depositor 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 Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2024-A, 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. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee.

In that regard, 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 purposes of this opinion, including the Prospectus, the Underwriting Agreement 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 Issuing Entity, 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 Issuing Entity, all in accordance with the terms and conditions of the Indenture and the Underwriting Agreement and in the manner described in the Prospectus, such Notes will have been duly authorized by all necessary action of the Issuing

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership) and Tauil & Chequer Advogados (a Brazilian partnership).

Mayer Brown LLP

Nissan Auto Leasing LLC II

Nissan-Infiniti LT LLC

January 19, 2024

Page 2

Entity and will be legally issued and binding obligations of the Issuing Entity, and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, 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.

Our opinions expressed herein are limited to the federal laws of the United States of America, the laws of the State of New York, 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 statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

Mayer Brown LLP

Nissan Auto Leasing LLC II

Nissan-Infiniti LT LLC

Page 3

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 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 Registration Statement or the Prospectus.

Respectfully submitted,

/s/ Mayer Brown LLP

MAYER BROWN LLP

EX-5.2

Exhibit 5.2

January 19, 2024

Nissan-Infiniti LT LLC

One Nissan Way

Franklin, TN 37067

Re: Nissan-Infiniti LT LLC

Ladies and Gentlemen:

We have acted as special Delaware counsel for Nissan-Infiniti LT LLC, a Delaware limited liability company (the “Company”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

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 following:

(a) The Certificate of Formation of the Company, dated March 31, 2021 (the “LLC Certificate”), as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 31, 2021;

(b) The Limited Liability Company Agreement of the Company, dated as of April 1, 2021 (excluding the exhibits thereto, the “Base LLC Agreement”), executed by NILT LLC, as the sole member, Nissan Motor Acceptance Company LLC, as the Administrator (as defined therein), the Titling Company Registrar (as defined therein), and Kevin P. Burns, as the Independent Manager (as defined therein);

(c) A form of the 2024-A Series Supplement to Base LLC Agreement, to be executed on January 24, 2024 (the “Series Supplement” and together with the Base LLC Agreement, the “LLC Agreement”);

(d) A form of the Nissan-Infiniti LT LLC – Series 2024-A Certificate, to be executed on January 24, 2024 (the “Series Certificate”), attached to the Series Supplement; and

(e) A Certificate of Good Standing for the Company, dated January 18, 2024, obtained from the Secretary of State.

Nissan-Infiniti LT LLC

January 19, 2024

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Initially capitalized terms used herein and not otherwise defined are used as defined in the LLC Agreement.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into any document reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that 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.

Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Upon execution and delivery of the Series Supplement pursuant to the terms of the Base LLC Agreement, the Company will have the power and authority under the Base LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) (the “Act”), to execute, deliver and perform its obligations under the Series Certificate, and the Series Certificate will be duly authorized by the Company.

2. Under the Act, upon issuance by the Company against payment as contemplated by the Registration Statement and the LLC Agreement, the Series Interests represented by the Series Certificate will be validly issued, and the holders of such Series Interests will have no obligation solely by reason of their ownership of such Series Interests to make any further payments for the purchase of such Series Interests or contributions to the Company.

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

A. With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all documents submitted to us as copies conform with the originals of those documents, (iv) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein, and (v) in connection with the documents of which we have received a form, that all blanks contained in such documents have been properly and appropriately completed, and optional provisions included in such documents have been properly and appropriately selected.

B. We have assumed (i) that the LLC Certificate and the Base LLC Agreement are, and the LLC Certificate and the LLC Agreement will be, in full force and effect and have not been and will not be amended, (ii) that no event of dissolution or termination, as applicable, of the Company or any series of the Company has or will have occurred, and there are and will be no

Nissan-Infiniti LT LLC

January 19, 2024

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proceedings pending or contemplated for the merger, consolidation, conversion, dissolution, division, liquidation or termination of the Company or any series of the Company, (iii) that each series of the Company, the Company and each of the parties to the documents examined by us are and will be duly organized, formed or established, as the case may be, and validly existing in good standing under the laws of the jurisdiction governing is organization, formation or establishment, (iv) the legal capacity of natural persons who are signatories to the documents examined by us, (v) except to the extent provided in paragraph 1 above, that each of the parties to the documents examined by us has and will have the power and authority to execute and deliver, and to perform its obligations under, such documents, (vi) except to the extent provided in paragraph 1 above, that each of the parties to the documents examined by has and will have duly authorized, executed and delivered such documents, (vii) that the Series Certificate will be executed by manual signature of an Authorized Officer of the Company on behalf of the Company, and will be authenticated by an Authorized Officer of the Titling Company Registrar on behalf of the Titling Company Registrar, (viii) that upon the issuance of the Series Certificate, the LLC Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the formation, operation, dissolution and termination of the Company and the applicable series of the Company, and that the LLC Agreement and the LLC Certificate will be in full force and effect, (ix) that each of the requirements set forth in Section 5.1(c) of the Base LLC Agreement will be satisfied in connection with the issuance of the Series Certificate and the Series Interests represented thereby, (x) that the Company will provide notice of the issuance of the Series Certificate, and the Series Interests represented thereby, to the Titling Company Registrar, and the Titling Company Registrar will record such issuance in the Certificate Register, (xi) that U.S. Bank Trust Company, National Association, is the sole Titling Company Registrar, and (xii) that separate and distinct records for each series of the Company have, at all times, been and will, at all times, be maintained and the records maintained for each series of the Company have, at all times, accounted for and will, at all times, account for the assets associated with such series separately from the other assets of the Company or any other series of the Company.

C. We have not participated in the preparation of any offering material relating to the Company or any series of the Company (other than this opinion) and assume no responsibility for the contents of any such material (other than this opinion).

D. This opinion is limited to the laws of the State of Delaware that are currently in effect (excluding the tax, insurance, securities and blue sky 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 (including federal bankruptcy law) and rules and regulations relating thereto. In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property.

Nissan-Infiniti LT LLC

January 19, 2024

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E. The opinions expressed above are subject to the effect of (i) bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, moratorium, receivership, reorganization, liquidation and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) public policy, (iii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iv) judicial imposition of an implied covenant of good faith and fair dealing, and (v) Sections 18-215(b)(7), 18-215(b)(10), 18-218(b)(7), 18-218(b)(10), 18-607 and 18-804 of the Act.

F. In rendering the opinions expressed above, we express no opinion (i) concerning the right or power of a member or manager of the Company or a series of the Company to apply to or petition a court to decree a dissolution or termination of the Company or such series pursuant to Sections 18-802, 18-215 or 18-218 of the Act, (ii) with respect to provisions of a document reviewed by us that apply to a Person that is not a party to such document, (iii) with respect to transfer restrictions in a document reviewed by us to the extent that a transfer occurs by operation of law, or (iv) with respect to the limitation on liabilities of the Company and the separate series of the Company as provided in Section 18-215(b) and 18-218(b) of the Act.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form SF-3 (Registration No. 333-258304) filed with the Securities and Exchange Commission on July 30, 2021, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on September 13, 2021, as further amended by Amendment No. 2 thereto, filed with the Securities and Exchange Commission on October 12, 2021, and declared effective on October 14, 2021, and as amended by post-effective amendment no. 1 on February 3, 2022 and declared effective on February 9, 2022 (as so amended, the “Registration Statement”). We also consent to the use of our name in 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 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.

JJN/SNS

EX-8.1

Exhibit 8.1

	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, IL 60606
	United States of America
	T: +1 312 782 0600
January 19, 2024	F: +1 312 701 7711
	mayerbrown.com

Nissan Auto Leasing LLC II

Nissan-Infiniti LT LLC

One Nissan Way

Franklin, Tennessee 37067

Re: Nissan Auto Leasing LLC II and Nissan-Infiniti LT LLC

Registration Statement on Form SF-3

Registration Nos. 333-258304 and 333-258304-01

Ladies and Gentlemen:

We have acted as special federal tax counsel to Nissan Auto Leasing LLC II, a Delaware limited liability company (the “Depositor”), in connection with the above-captioned registration statement (the “Registration Statement”) and the offering and sale of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) described in the prospectus dated January 17, 2024 (the “Prospectus”), which has been filed by the Depositor 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 Prospectus, the Notes will be issued by Nissan Auto Lease Trust 2024-A, 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. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee.

In that regard, 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 purposes of this opinion, including the Prospectus, the Underwriting Agreement 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 and assuming that the Underwriting Agreement and Indenture are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under such documents do in fact occur in accordance with the terms thereof, to the extent the statements set forth in the Prospectus forming part of the Registration Statement (to the extent they relate to U.S. federal income tax consequences) under the headings “Summary—Tax Status” and “Material U.S. Federal Income Tax Consequences” constitute matters of U.S. federal income tax law or legal conclusions with respect thereto relating to U.S. federal tax law matters, and to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Notes, we hereby confirm and adopt the opinions set forth therein (subject to the qualifications, assumptions, limitations and exceptions set forth therein).

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)

and Tauil & Chequer Advogados (a Brazilian partnership)

Mayer Brown LLP

Nissan Auto Leasing LLC II

Nissan-Infiniti LT LLC

January 19, 2024

Page 2

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

The opinion set forth above is based on relevant provisions of the United States Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder, and interpretations of the foregoing as expressed in court decisions, administrative determinations, and legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion.

This opinion 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 to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.

Mayer Brown LLP

Nissan Auto Leasing LLC II

Nissan-Infiniti LT LLC

Page 3

We know that we are referred to under the caption referred to above included in the Prospectus, and we hereby consent to the use of our name therein and to the use of this opinion for filing as Exhibit 8.1 to a Form 8-K filed in connection with the Prospectus, without admitting 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 Registration Statement or the Prospectus.

Respectfully submitted,

/s/ Mayer Brown LLP

MAYER BROWN LLP