Verizon ABS II LLC
One Verizon Way
Cellco Partnership
One Verizon Way
Re: Verizon ABS II
LLC
Verizon Master Trust
Registration Statement on Form SF-3
Ladies and Gentlemen:
We have acted as special counsel to Verizon ABS II LLC (“Verizon ABS II”), Cellco Partnership (“Cellco”) and Verizon Master Trust (the “Issuing Entity”) 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 in one or more series (each, a “Series”) by the Issuing Entity of asset backed notes (the “Notes”).
The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Issuing Entity is a Delaware statutory trust created pursuant to the
Delaware Statutory Trust Act and a trust agreement between Verizon ABS II, as depositor, and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). As set forth in the Registration Statement, each Series of Notes is
to be issued under and pursuant to the terms of an amended and restated trust agreement, a master collateral agency and intercreditor agreement, one or more receivables transfer agreements, a transfer and servicing agreement, an indenture, an
administration agreement, one or more account control agreements and a parent support agreement (each, an “Agreement”) among, as applicable, Verizon ABS II, Cellco, an indenture trustee (each, an “Indenture Trustee”), the Owner Trustee
and one or more other entities, each to be identified in the prospectus for such Series of Notes.
As such counsel, we have examined and relied upon originals or copies of each Agreement and such corporate records, documents, agreements or other instruments of
Verizon ABS II, Cellco and the Issuing Entity as we consider appropriate. As to all matters of fact, we have entirely relied upon certificates of officers of Verizon ABS II and Cellco 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 form of prospectus included therein. 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 Notes is subject to the following general qualifications:
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(i) |
the enforceability of any obligation of the Issuing Entity, Verizon ABS II or Cellco or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
marshalling or other laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and
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(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).
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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 each Series of 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 an Indenture Trustee in accordance with the applicable indenture, and delivered against payment of the purchase price therefor as described in the Registration Statement, will be
entitled to the benefits of such indenture and will constitute the 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 prospectus.
In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Act.
Very truly yours,
