Verizon ABS II LLC
Verizon Master Trust
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Re: |
Verizon ABS II LLC
Verizon Master Trust
Registration Statement on Form SF-3
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Ladies and Gentlemen:
We have acted as special Delaware counsel to Verizon ABS II LLC, a Delaware limited liability company (the “Company”), solely for purposes of delivering this letter in
connection with the preparation of a Registration Statement on Form SF-3 (the “Registration Statement”) relating to the proposed offering from time to time of one or more series (each a “Series”) by Verizon Master Trust (the “Trust”) of asset backed
notes (the “Notes”) in one or more classes (each, a “Class”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the
Registration Statement, each Class of Notes is to be issued under and pursuant to the conditions of a separate indenture between the Trust and an indenture trustee, and the Trust will be governed by the terms of the Trust Agreement (as defined below)
between the Company and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), each to be identified in the prospectus for such Class of Notes. This opinion is being delivered to you at your request.
For purposes of this letter, our review of documents has been limited to the review of originals or copies furnished to us of the following documents:
(a) the
Registration Statement;
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Verizon Master Trust
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(b) |
the initial trust agreement entered into by the Company and the Owner Trustee for the purposes of forming the Trust (the “Initial Trust Agreement”);
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(c) |
the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of May 25, 2021, between the Company and Wilmington Trust, National Association, as Owner Trustee, including the exhibits
attached thereto, which amends and restates the Initial Trust Agreement and which was filed as an exhibit to the Registration Statement; |
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(d) |
the form of Indenture (the “Indenture”), including the forms of Notes attached thereto, which was filed as an exhibit to the Registration Statement;
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(e) |
the certificate of trust (the “Certificate of Trust”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) for the Trust; and
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(f) |
such other records, documents, certificates and other instruments as we have deemed relevant and necessary as a basis for such opinions and have relied as to factual matters on representations,
warranties and other statements therein.
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For purposes of this letter, we have not reviewed any documents other than the documents referenced in paragraphs (a) through (f) above. In particular, we have not
reviewed and express no opinion as to any other document that is referred to in,
incorporated by reference into, or attached (as an exhibit, schedule, or otherwise) to any of the documents reviewed by us unless specifically identified herein. The
opinions in this letter relate only to the documents specified in such opinions, and not to any exhibit, schedule, or other attachment to, or any other document referred to in or
incorporated by reference into, any of such documents. We have assumed
that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with or contrary to the opinions in this letter. We have conducted no factual investigation of our own, and have relied solely upon the
documents reviewed by us, the statements and information set forth in such documents, certain statements of governmental authorities and others, and the additional matters recited or assumed in this letter, all of which we assume to be true,
complete, and accurate and none of which we have independently investigated or verified.
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II LLC
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Master Trust
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Based upon and subject to the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations in this letter, it is our opinion that:
1. The
Trust has been duly formed as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq (the “Act”).
2. Pursuant
to Section 2.3(a) of the Trust Agreement, the Trust has the power and authority, and is authorized, to execute, deliver and perform its obligations under the related Indenture and to issue the related Class of Notes.
The foregoing opinions are subject to the following exceptions, qualifications, limitations, and assumptions in addition to those above:
A. The
opinions in this letter are limited to the laws of the State of Delaware, other than (i) tax laws and securities laws of the State of Delaware, and rules, regulations, orders, and decisions relating thereto, and (ii) laws, rules, regulations,
orders, and decisions applicable to the particular nature of the property or activities of the Trust, and we have not considered and express no opinion on the effect of, concerning matters involving, or otherwise with respect to any other laws of
any jurisdiction (including, without limitation, federal laws of the United States of America), or rules, regulations, orders, or decisions relating thereto.
B. We
have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.
C. We
have assumed (i) that when the Trust was formed, the Initial Trust Agreement constituted the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the formation of the Trust, (ii) that, at
the time each Class of Notes are issued, the Trust Agreement and the related Indenture will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including, in the case of the Trust Agreement, with
respect to the operation and termination of the Trust, that the Certificate of Trust will be in full force and effect and will not be amended and that the Trust Agreement and the related Indenture will be in full force and effect and will be
executed and delivered in substantially the forms reviewed by us, (iii) except to the extent provided in paragraph 1 above, the due creation or due organization or due formation, 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 creation, organization or formation, (iv) the legal capacity of natural persons who are to be parties to the documents examined by us, (v)
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II LLC
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Master Trust
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except to the extent provided in paragraph 2 above, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its
obligations under, such documents, and (vi) except to the extent provided in paragraph 2 above, the due authorization, execution and delivery by all parties thereto of all documents examined by us.
D. We
have not participated in the preparation of the Registration Statement (except for providing this opinion) or the prospectus included therein (the “Prospectus”) and assume no responsibility for their contents, other than this opinion.
E. There
are no implied opinions in this letter. The opinions in this letter are limited to the opinions expressly stated in numbered paragraphs 1 and 2 above, and no opinions shall be inferred beyond the opinions expressly stated in such numbered
paragraphs.
We hereby consent to the filing of this opinion as an exhibit to 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 Act, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
RAX/mag
