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) September 23, 2020

Mercedes-Benz Auto Lease Trust 2020-B

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

 Central Index Key Number of Issuing Entity:  0001821260

Daimler Trust Leasing LLC

 (Exact name of Depositor as specified in its charter)

 Central Index Key Number of Depositor:  0001537805

Mercedes-Benz Financial Services USA LLC

 (Exact name of Sponsor as specified in its charter)

Central Index Key Number of Sponsor:  0001540252

State of Delaware	333-229783-04	38-7236293
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

36455 Corporate Drive Farmington Hills, Michigan	48331
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (248) 991-6632

(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. ☐

Section 8 — Other Events

Item 8.01. Other Events.

In connection with the issuance of $1,010,120,000 principal amount of Asset Backed Notes (the “Notes”) by Mercedes-Benz Auto Lease Trust 2020-B (the “Issuer”) on September 23, 2020, attached as exhibits hereto are legality and tax matters opinions relating to such issuance.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

5.1 Opinion of Sidley Austin LLP regarding legality.

5.2 Opinion of Richards, Layton & Finger. P.A. regarding legality.

8.1 Opinion of Sidley Austin LLP regarding certain tax matters.

23.1 Consent of Sidley Austin LLP (included in Exhibits 5.1 and 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.

	DAIMLER TRUST LEASING LLC, as Depositor
	By:	/s/ Steven C. Poling
			Steven C. Poling
			Assistant Secretary
Date: September 23, 2020

EX-5.1

Exhibit 5.1

SIDLEY AUSTIN LLP 555 CALIFORNIA STREET SUITE 2000 SAN FRANCISCO, CA 94104 +1 415 772 1200 +1 415 772 7400 FAX   AMERICA  •  ASIA PACIFIC  •  EUROPE

September 23, 2020

Daimler Trust Leasing LLC

36455 Corporate Drive

Farmington Hills, MI 48331

Re: Mercedes-Benz Auto Lease Trust 2020-B

Ladies and Gentlemen:

We have acted as special counsel to Daimler Trust Leasing LLC, a Delaware limited liability company (the “Depositor”), in connection with the sale by the Depositor of (i) $157,000,000 aggregate principal amount of 0.18416% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), (ii) $420,000,000 aggregate principal amount of 0.31% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), (iii) $345,000,000 aggregate principal amount of 0.40% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and (iv) $88,120,000 aggregate principal amount of 0.50% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”) of Mercedes-Benz Auto Lease Trust 2020-B (the “Issuer”) pursuant to an underwriting agreement, dated September 15, 2020 (the “Underwriting Agreement”), among the Depositor, Mercedes-Benz Financial Services USA LLC (“MBFS USA”) and Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”).  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Underwriting Agreement.

The Notes will be issued pursuant to an Indenture, dated as of September 1, 2020 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Indenture Trustee”).  The Issuer is a Delaware statutory trust governed by an Amended and Restated Trust Agreement, dated as of September 1, 2020 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as trustee (the “Owner Trustee”).

The Depositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SF-3 (Registration Nos. 333-229783 and 333-229783-01) for the registration of asset backed notes under the Securities Act of 1933, as amended (the “Securities Act”).  Such registration statement, as amended to date, is hereinafter called the “Registration Statement”.  In connection with the sale of the Notes under the Registration Statement, the Depositor has prepared a prospectus, dated September 15, 2020 (the “Prospectus”).

Sidley Austin (CA) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

Daimler Trust Leasing LLC

September 23, 2020

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As special counsel to the Depositor, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, certificates, records and other documents and have made such examination of law as we have deemed necessary or appropriate for the purpose of this opinion letter.

In our examination, we have assumed, without independent investigation, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission or which we obtained from sites on the internet and the authenticity of the originals of such latter documents.  As to facts relevant to this opinion letter, we have relied without independent investigation upon certificates and oral or written statements and representations of public officials and officers and other representatives of the Depositor, MBFS USA and others.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Notes, when executed and delivered by the Owner Trustee on behalf of the Issuer and, when authenticated by the Indenture Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters against the consideration set forth in the Underwriting Agreement, will be validly issued and entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

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

A.          The foregoing opinion is limited to matters arising under the laws of the State of New York.  We express no opinion as to the laws, rules or regulations of any other jurisdiction or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York, in each case as to any matters arising thereunder or relating thereto.

B.          Our opinion above is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief and including, to the extent applicable, the rights of creditors of “financial companies” (as defined in Section 201 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) or their affiliates.

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Daimler Trust Leasing LLC

September 23, 2020

Page 3

We hereby consent to the filing of this opinion letter as an exhibit to a current report on Form 8-K to be filed by the Depositor or the Issuer.  By such consent we do not concede that we are an “expert” for the purposes of the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Prospectus or the Registration Statement, including this exhibit.

Very truly yours,

/s/ Sidley Austin LLP

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EX-5.2

Exhibit 5.2

September 23, 2020

Daimler Trust Leasing LLC

Daimler Trust

Re: Daimler Trust

Ladies and Gentlemen:

We have acted as special Delaware counsel to Daimler Trust, a Delaware statutory trust (the "Trust"), in connection with the transactions contemplated by the Second Amended and Restated Trust Agreement, dated as of April 1, 2008, as amended by the Amendment to the Second Amended and Restated Trust Agreement, dated as of March 1, 2009 (as so amended, the "Trust Agreement"), among Mercedes-Benz Financial Services USA LLC (formerly known as DCFS USA LLC), a Delaware limited liability company ("MBFS USA"), as titling trust administrator, Daimler Trust Holdings LLC, a Delaware limited liability company, as initial beneficiary, and BNY Mellon Trust of Delaware (formerly known as BNYM (Delaware)), a Delaware banking corporation, as trustee.  This opinion is being delivered pursuant to your request.  Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth 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 form of 2020-B Exchange Note Supplement among the Trust, as borrower, MBFS USA, as lender and servicer, U.S. Bank Trust National Association, a national banking association, as administrative agent, Daimler Title Co., a Delaware corporation, as collateral agent, and the indenture trustee named therein (the "Exchange Note Supplement"), attached as an exhibit to the Form SF-3 Registration Statement filed by the Trust with the Securities and Exchange Commission (the "Registration Statement");

(c)          The form of 2020-B Exchange Note to be made by the Trust, as borrower, to MBFS USA, as 2020-B Exchange Noteholder (the "Exchange Note"), as attached to the Exchange Note Supplement;

Daimler Trust Leasing LLC
Daimler Trust

September 23, 2020

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(d)          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 June 18, 2007, as amended and restated by a Restated Certificate of Trust, which was filed with the Secretary of State on July 12, 2007 (as so amended and restated, the "Certificate of Trust"); and

(e)          A Certificate of Good Standing for the Trust, dated September 22, 2020, obtained from the Secretary of State.

For purposes of this opinion, we have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information expressly 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 as a statutory trust and is in good standing under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the "Act").  Upon execution and delivery of an instruction letter pursuant to the terms of the Trust Agreement, the Trust will have the power and authority under the Trust Agreement and the Act to execute, deliver and perform its obligations under the Exchange Note and the Exchange Note will be duly authorized by the Trust.

2.          When the Exchange Note has been duly authorized by all necessary corporate action and trust action and has been duly executed and delivered against payment therefor as described in the Exchange Note Supplement and the Registration Statement, it will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust, in accordance with its terms.

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

A.          We are admitted to practice law in the State of Delaware and we do not hold ourselves out as being experts on the law of any other jurisdiction.  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 and rules and regulations relating thereto, or (ii) state tax, insurance, securities or blue sky laws.

Daimler Trust Leasing LLC
Daimler Trust

September 23, 2020

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B.          We have assumed (i) except to the extent provided in paragraph 1 above, the due organization, formation or creation, as the case may be, and valid existence in good standing 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 under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) that each of the Trust Agreement and the Certificate of Trust has been duly authorized, executed and delivered by the parties thereto, (v) 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, (vi) that the application of Delaware law to the Exchange Note would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) that (a) would be the jurisdiction of applicable law in the absence of an effective choice of law, and (b) has a materially greater interest than the State of Delaware in the determination of a particular issue relating to the Exchange Note, (vii) that the transactions described in, and relating to, the Exchange Note have a substantial, reasonable and material relationship with the State of Delaware, and (viii) that any rate of interest set forth in the Exchange Note is not greatly in excess of the rate permitted by the general law of the jurisdiction that has the most significant relationship to the transactions contemplated by the Exchange Note.

C.          The foregoing opinion regarding enforceability is 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, 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 indemnification, exculpation or contribution, and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

D.          We express no opinion with respect to (i) provisions of a document reviewed by us to the extent that such provisions purport to bind a person or entity that is not a party to such document, (ii) transfer restrictions in a document reviewed by us to the extent that a transfer occurs by operation of law, (iii) the enforceability of any provision in the Exchange Note purporting to prohibit, restrict or condition the assignment of the Exchange Note, to the extent that any such provision may be limited by the operation of Sections 9‑401, 9‑406 or 9‑408 of the Uniform Commercial Code as in effect in the State of Delaware (the "Delaware UCC"), (iv) any provision of the Exchange Note that permits, by implication or otherwise, the collection of attorneys' fees in excess of the limitation of 10 Del. C. § 3912, which statutory limitation permits reasonable attorneys' fees not to exceed twenty percent (20%) of the amounts adjudged as principal and interest, (v) purported waivers of any statutory or other rights, court rules and defenses to obligations where such waivers (a) are against public policy or (b) constitute waivers of rights which by law, regulation or judicial decision may not otherwise be waived, (vi) any right or obligation to the extent that the same may be varied by course of dealing or performance, (vii) purported disclaimers of notice or warranties to the extent the same may not be disclaimed by applicable law or public policy, or (viii) whether the Exchange Note is a "security" as defined in Section 8-102(a)(15) of the Delaware UCC.

Daimler Trust Leasing LLC
Daimler Trust

September 23, 2020

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E.          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 original copies 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.

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

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.  We hereby consent to the use of our name under the heading "Legal Opinions" in the Prospectus forming a part of 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.

EX-8.1

Exhibit 8.1

SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX   AMERICA  •  ASIA PACIFIC  •  EUROPE

September 23, 2020

Daimler Trust Leasing LLC

36455 Corporate Drive

Farmington Hills, Michigan 48331

Re: Mercedes-Benz Auto Lease Trust 2020-B

Dear Sirs:

We have acted as special federal income tax counsel to Daimler Trust Leasing LLC, a Delaware limited liability company (the “Depositor”), in connection with the preparation and filing of the prospectus dated September 15, 2020 (the “Prospectus”) regarding certain United States federal income tax consequences of the issuance by Mercedes-Benz Auto Lease Trust 2020-B (the “Issuer”) on September 23, 2020 of (i) $157,000,000 aggregate principal amount of 0.18416% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), (ii) $420,000,000 aggregate principal amount of 0.31% Class A-2 Asset Backed Notes (the “Class A-2 Notes”), (iii) $345,000,000 aggregate principal amount of 0.40% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and (iv) $88,120,000 aggregate principal amount of 0.50% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”).  The Issuer is governed by an Amended and Restated Trust Agreement, dated as of September 1, 2020 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as trustee, and the Notes are issued pursuant to an Indenture, dated as of September 1, 2020 (the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Indenture Trustee”).

As special federal income tax counsel to the Depositor, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such agreements, instruments, certificates, records and other documents as we have deemed necessary or appropriate for the purposes of these opinions, including (i) the Trust Agreement, (ii) the Indenture, (iii) the Second Amended and Restated Trust Agreement, dated as of April 1, 2008, as amended by the Amendment to Second Amended and Restated Trust Agreement, dated as of March 1, 2009 (collectively, the “Titling Trust Agreement”), among Mercedes-Benz Financial Services  USA (“MBFS”), as titling trust administrator, Daimler Trust Holdings LLC, as initial beneficiary and BNY Mellon Trust of Delaware (f/k/a BNYM (Delaware) and as The Bank of New York (Delaware)), as titling trustee, (iv) the Amended and Restated Servicing Agreement, dated as of March 1, 2009, as supplemented by the 2020-B Servicing Supplement, dated as of September 1, 2020 (collectively, the “Servicing Agreement”), in each case among MBFS, as servicer (in such capacity, the “Servicer”) and as lender (in such capacity, the “Lender”), Daimler Trust (the “Titling Trust”) and Daimler Title Co., as collateral agent (the “Collateral Agent”), (v) the Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, as supplemented by the 2020-B Exchange Note Supplement, dated as of September 1, 2020 (the “Collateral Agency Agreement” and “Exchange Note Supplement”, respectively), in each case among the Titling Trust, U.S. Bank Trust National Association, as administrative agent, the Collateral Agent, the Servicer and the Lender, and in the case of the Exchange Note Supplement, the Indenture Trustee and (vi) the Underwriting Agreement, dated September 15, 2020 (the “Underwriting Agreement”), among the Depositor, MBFS USA and Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.  The documents listed in clauses (i) through (vi) above are referred to herein as the “Documents”.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Documents.

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

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Our opinions are also based upon the existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations issued or proposed thereunder, published Revenue Rulings and existing case law, any of which could be changed at any time.  Any such changes may be retroactive in application and could modify the legal conclusions upon which such opinion is based.  In addition, there can be no assurance that positions contrary to those stated herein may not be asserted by the Internal Revenue Service (the “IRS”).

In reaching our opinions, we have made such examination of law as we have deemed necessary or appropriate for the opinions expressed below.  Further, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission.  Our opinions are also based on the assumption that there are no agreements or understandings with respect to the transactions contemplated in the documents relating to the transaction described in the first paragraph above other than those contained in the Documents.  Furthermore, our opinions are based on the assumption that all parties to the Documents will comply with the terms thereof, including all tax reporting requirements contained therein, and that the issuance of the Notes and the other transactions set forth in or contemplated by the Documents are not part of another transaction or another series of transactions that would require the Issuer, any investor or any other participant to treat such transaction or transactions as subject to the disclosure, registration or list maintenance requirements of Section 6010, 6111 or 6112 of the Code.  In addition, we have assumed that the Issuer will not become a “controlled partnership” within the meaning of Treasury Regulation Section 1.385-1(c)(1).

As to any facts material to the following opinions that we did not independently establish or verify, we have relied upon statements and representations of responsible officers and other representatives of MBFS, the Depositor and others.  We have, for purposes of rendering the opinions, also relied on certain factual, numerical and statistical information which is based on the assumptions used in pricing the Notes.

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We have advised the Depositor with respect to certain federal income tax consequences of the issuance of the Notes.  This advice is summarized under the heading “Material Federal Income Tax Consequences” in the Prospectus.  Such description does not purport to discuss all possible federal income tax ramifications of the proposed issuance, but with respect to those federal income tax consequences that are discussed, in our opinion, the description is accurate in all material respects.  We hereby confirm and adopt the opinions expressly set forth under the above heading in the Prospectus as representing our opinion as to the material federal income tax consequences of the purchase, ownership and disposition of the Notes.

The opinions expressed herein is limited as described above, and we do not express an opinion with respect to any other federal or state law or the law of any other jurisdiction, except as expressly stated herein.  This letter is rendered as of the date hereof, and we undertake no obligation to update this letter or advise you of any changes in the event there is any change in legal authorities, facts, assumptions or documents on which this letter is based (including the taking of any action by any party to the Documents pursuant to any opinion of counsel or a waiver), or any inaccuracy in any of the representations, warranties or assumptions upon which we have relied in rendering these opinions unless we are specifically engaged to do so.

You should be aware that there is no assurance that the IRS would not challenge the conclusions set forth above.  Our opinions also assume that a court considering the question would have all facts and legal issues properly presented to it.

We hereby consent to the filing of this letter as an exhibit to a current report on Form 8-K to be filed by the Depositor or the Issuer.  By such consent we do not concede that we are an “expert” for the purposes of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Commission issued thereunder, with respect to any part of the Prospectus or the related Registration Statement, including this exhibit.

Very truly yours,

/s/ Sidley Austin LLP

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