We have acted as special tax counsel to Volkswagen Auto Lease/Loan Underwritten Funding, LLC
(the “
Seller”) and VW Credit, Inc. (“
VCI”) in connection with the offering of notes
(the “
Notes”) described in the preliminary prospectus supplement dated
March 18, 2011, (the
“
Preliminary Prospectus Supplement”), the supplement to the Preliminary Prospectus
Supplement dated
March 24, 2011 (the “
Supplement”) and the base prospectus dated
March 18,
2011(the “
Base Prospectus”; and collectively with the Preliminary Prospectus Supplement
and the Supplement, the “
Preliminary Prospectus”) which have been filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
“
Act”). As described in the Preliminary Prospectus, the Notes will be issued by Volkswagen
Auto Loan Enhanced Trust 2011-1 (the “
Issuer”), a trust formed by the Seller pursuant to a
trust agreement (the “
Trust Agreement”) between the Seller, Citibank, N.A., as owner
trustee and Citigroup Trust — Delaware, National Association, as issuer Delaware trustee. The
Notes will be issued pursuant to an Indenture (the “
Indenture”) between the Issuer and
Deutsche Bank Trust Company Americas, as indenture trustee (the “
Indenture Trustee”).
Capitalized terms used herein without definition herein have the meanings set forth in
Appendix
A to the Sale and Servicing Agreement between the Seller, the Issuer, VCI and the Indenture
Trustee.
In that connection, we generally are familiar with the proceedings required to be taken in
connection with the proposed authorization and issuance of the Notes and have examined copies of
such documents, corporate records and other instruments as we have deemed necessary or appropriate
for the purpose of this opinion, including the Preliminary Prospectus, the Trust Agreement and the
forms of the Indenture and other documents prepared in connection with the issuance of the Notes
(collectively, the “Operative Documents”).