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): September 23, 2020

EXETER AUTOMOBILE RECEIVABLES TRUST 2020-3

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

EFCAR, LLC

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

EXETER FINANCE LLC

(Exact name of Sponsor as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

333-233850 333-233850-01	45-2673519 84-7089010
(Commission File Number)	(IRS Employer Identification No.)

2101 W. John Carpenter Freeway, Irving, Texas	75063
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 572-8256

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. 333-233850) 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.

EFCAR, LLC
By:	/s/ Walter Evans
	Name:	Walter Evans
	Title:	Vice President, General Counsel and Secretary

Date: September 23, 2020

EX-5.1

Exhibits 5.1 and 23.1

[Letterhead of Morgan, Lewis & Bockius LLP]

September 23, 2020

EFCAR, LLC

2101 W. John Carpenter Freeway

Irving, Texas 75063

Re: Exeter Automobile Receivables Trust 2020-3

Ladies and Gentlemen:

We have acted as special counsel to EFCAR, 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 $68,000,000 aggregate principal amount of 0.21832% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $161,400,000 aggregate principal amount of 0.46% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $88,050,000 aggregate principal amount of 0.52% Asset Backed Notes, Class A-3 (the “Class A-3 Notes” and, collectively with the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”), $92,120,000 aggregate principal amount of 0.79% Asset Backed Notes, Class B (the “Class B Notes”), $106,290,000 aggregate principal amount of 1.32% Asset Backed Notes, Class C (the “Class C Notes”), and $68,020,000 aggregate principal amount of 1.73% Asset Backed Notes, Class D (the “Class D Notes” and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”) pursuant to the terms of the Underwriting Agreement, dated September 16, 2020 (the “Underwriting Agreement”), among Exeter Finance LLC, the Depositor and each of Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters identified therein (the “Underwriters”).

In connection with the issuance and sale of the Publicly Offered Notes, the Depositor has prepared a prospectus, dated September 16, 2020 (together 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 Publicly Offered Notes, the “Prospectus”).  Exeter Automobile Receivables Trust 2020-3 (the “Issuing Entity”) was formed pursuant to a trust agreement, dated March 3, 2020, between the Depositor and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), as amended and restated by an amended and restated trust agreement, dated as of August 31, 2020, between the Depositor and the Owner Trustee.

The Depositor has filed with the U.S. Securities and Exchange Commission a registration statement on Form SF-3 (Registration No. 333-233850), as amended by Amendment No. 1 and Amendment No. 2 thereto, for the registration of the Publicly Offered 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

September 23, 2020
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documents and other information incorporated therein by reference, is called the “Registration Statement.”  As set forth in the Prospectus, the Publicly Offered Notes will be issued pursuant to an Indenture, dated as of August 31, 2020 (the “Indenture”), among the Issuing Entity, Exeter Holdings Trust 2020-3 and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”).

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 Publicly Offered Notes to the benefits of the Indenture and their enforceability against the Issuing Entity 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 Publicly Offered Notes is subject to the following general qualifications:

(i) the enforceability of any obligation of the Issuing Entity or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshaling or other laws and rules of law 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 Publicly Offered Notes, when duly authorized by all requisite statutory trust action on the part of the Issuing Entity, executed by the Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered against payment in accordance with the Underwriting Agreement, will be entitled to the benefits of the Indenture and constitute binding obligations of the Issuing Entity, enforceable against the Issuing Entity 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

September 23, 2020
Page 3

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.]

September 23, 2020

To Each of the Persons Listed
on Schedule A Attached Hereto

Re: Exeter Automobile Receivables Trust 2020-3

Ladies and Gentlemen:

We have acted as special Delaware counsel to Exeter Automobile Receivables Trust 2020-3, a Delaware statutory trust (the “Trust”), in connection with the transactions contemplated by (i) the Trust Agreement, dated as of March 3, 2020, as amended and restated by the Amended and Restated Trust Agreement, dated as of August 31, 2020 (as amended and restated, the “Trust Agreement”), between EFCAR, LLC, a Delaware limited liability company, as depositor (the “Seller”), and Wilmington Trust Company, a Delaware corporation with trust powers, as owner trustee (the “Owner Trustee”), and (ii) the Indenture, dated as of August 31, 2020 (the “Indenture”), among the Trust, Exeter Holdings Trust 2020-3, as holding trust (the “Holding Trust”) and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”).  This opinion is being delivered to you at your request.  Capitalized terms used herein and not otherwise defined are used as defined in, or 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 Contribution Agreement;

(d) the Asset Representations Review Agreement

(e) the Sale and Servicing Agreement;

(f) the Lockbox Account Agreement (the documents in paragraphs (b) through (f) being collectively referred to herein as the “Trust Documents”);

To Each of the Persons Listed
on Schedule A Attached Hereto
September 23, 2020

Page 2

(g) the Notes being issued today;

(h) a form of the Certificates being issued today;

(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 March 3, 2020 (the “Certificate of Trust”); and

(j) a Certificate of Good Standing for the Trust, dated September 22, 2020, 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 and subject to 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”).

2.The Trust has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the Trust Documents, to issue the Notes and the Certificates and to grant the Collateral (as defined in the Indenture) to the Indenture Trustee as security for the Notes.

3.The Trust Documents have been duly authorized, executed and delivered by the Trust.  The Notes have been duly authorized and executed by the Trust.

4.The Certificates have been duly authorized by the Trust and when duly executed and authenticated in accordance with the Trust Agreement and delivered to the holder thereof in accordance with the Trust Agreement, will be validly issued by the Trust and entitled to the benefits of the Trust Agreement.

5.Under § 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.

To Each of the Persons Listed
on Schedule A Attached Hereto
September 23, 2020

Page 3

 

6.Under § 3805(c) of the Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder has no interest in specific Trust Property.

7.The Owner Trustee is not required to hold legal title to the Owner Trust Estate in order for the Trust to qualify as a statutory trust under the Act.

8.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.

9.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.

10.Under Section 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, rules or regulations relating to the particular nature of the Trust assets.

B.The opinions in paragraphs 4, 5, 6 and 10 are subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law) and (iii) judicial imposition of an implied covenant of good faith and fair dealing.

C.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 2 above, that each party has the power and authority to execute and deliver, and to perform its obligations 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 3

To Each of the Persons Listed
on Schedule A Attached Hereto
September 23, 2020

Page 4

and 4 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 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, (vii) except to the extent provided in paragraphs 8 and 9 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 (viii) that the Trust has no activities or employees in the State of Delaware (other than having a trustee and the filing of documents with the Secretary of State).

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

F.We have not participated in the preparation of any offering materials with respect to the Notes or the Certificates and assume no responsibility for their contents.

G.Notwithstanding any provision in the Trust Agreement or any Trust Documents 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 a beneficial owner of the Trust until creditors’ claims are either paid in full or reasonable provision for payment thereof has been made.

H.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 a beneficial owner of the Trust 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.

To Each of the Persons Listed
on Schedule A Attached Hereto
September 23, 2020

Page 5

This opinion is rendered solely for your benefit in connection with the matters addressed herein.  In addition, we understand that any successor and assign to any holder of a Note may rely upon this opinion in connection with the matters set forth herein.  In connection with the foregoing, we hereby consent to such successor’s and assign’s relying upon this opinion, subject to the understanding that the opinions rendered herein are given on the date hereof and such opinions are rendered only with respect to facts assumed herein and laws, rules and regulations currently in effect, and we assume no obligation to advise any successors and assigns of the Notes of changes which may hereafter be brought to our attention.  Except as stated above, 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 the Trust or Exeter Finance LLC to a password protected website accessible by any non-hired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to the Trust or Exeter Finance LLC 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; provided, however, copies of this opinion may be furnished to (i) an auditor or regulatory authority having jurisdiction over the addressee, (ii) any other person pursuant to court order or judicial process or for the purpose of substantiating the addressee’s due diligence defense and (iii) as otherwise required by law; provided further, that none of the foregoing persons is entitled to rely hereon unless an addressee hereof.  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.

RJF/DPZ

SCHEDULE A

Exeter Finance LLC EFCAR, LLC Exeter Automobile Receivables Trust 2020-3 Exeter Holdings Trust 2020-3 2101 W. John Carpenter Freeway Irving, Texas 75063	Wells Fargo Bank, National Association, as Indenture Trustee and Backup Servicer 600 South 4th Street MAC N9300-061 Minneapolis, Minnesota 55415
Citigroup Global Markets Inc., as Representative, Underwriter and Initial Purchaser 388 Greenwich Street, 7th Floor New York, New York 10013	Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 North Market Street Wilmington, Delaware 19890
Deutsche Bank Securities Inc., as Representative, Underwriter and Initial Purchaser 60 Wall Street, 5th Floor New York, New York 10005	Exeter Flow Intermediary Trust, as Seller c/o Wilmington Trust, National Association Rodney Square North 1100 North Market Street Wilmington, Delaware 19890
Barclays Capital Inc., as Underwriter 745 Seventh Avenue New York, New York 10019	S&P Global Ratings, a Standard & Poor's Financial Services LLC business 55 Water Street New York, New York 10041
Blackstone Advisory Partners L.P., as Underwriter 345 Park Avenue New York, New York 10154	Moody's Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007
Citizens Capital Markets, Inc.,       as Underwriter 600 Washington Boulevard, 11th Floor Stamford, Connecticut 06901
Wells Fargo Securities, LLC as Underwriter 550 South Tryon Street MAC D1053-082 Charlotte, North Carolina 28202

EX-8.1

Exhibits 8.1 and 23.1

[Letterhead of Morgan, Lewis & Bockius LLP]

September 23, 2020

EFCAR, LLC

c/o Exeter Finance LLC

2101 W. John Carpenter Freeway

Irving, Texas 75063

Re: EFCAR, LLC
Exeter Automobile Receivables Trust 2020-3

Ladies and Gentlemen:

We have acted as special counsel to EFCAR, LLC (“EFCAR”), in connection with the issuance by Exeter Automobile Receivables Trust 2020-3 (the “Issuer”) of $68,000,000 aggregate principal amount of 0.21832% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $161,400,000 aggregate principal amount of 0.46% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $88,050,000 aggregate principal amount of 0.52% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), $92,120,000 aggregate principal amount of 0.79% Asset Backed Notes, Class B (the “Class B Notes”), $106,290,000 aggregate principal amount of 1.32% Asset Backed Notes, Class C (the “Class C Notes”) and $68,020,000 aggregate principal amount of 1.73% Asset Backed Notes, Class D (the “Class D Notes” and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”).  In connection with the issuance and sale of the Publicly Offered Notes, EFCAR has prepared a prospectus dated September 16, 2020 (the “Prospectus”).

EFCAR has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SF-3 (Registration No. 333-233850), as amended by Amendment No. 1 and Amendment No. 2 thereto, for the registration of the Securities 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 Publicly Offered Notes will be issued pursuant to an Indenture, dated as of August 31, 2020 (the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as indenture trustee.

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 EFCAR as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of EFCAR 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

September 23, 2020

Page 2

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.

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, the discussion in the Prospectus under the headings “Summary—Tax Status,” “U.S. Tax Matters” and “Annex B—Clearance, Settlement and Tax Documentation Procedures—Certain U.S. Federal Income Tax Documentation Requirements” is our opinion of the law and we are of the opinion that, insofar as that discussion describes certain provisions of federal tax law or legal conclusions with respect thereto, it is 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—Tax Status,” “U.S. Tax Matters” 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