Exhibit 5.1
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_____________ __, 199__
Chevy Chase Bank, F.S.B.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Re: Chevy Chase
Auto Receivables Trust ________
____% Auto Receivables Backed [Certificates/Notes]
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Gentlemen:
We have acted as counsel to Chevy Chase Bank, F.S.B. (the
"Registrant") in connection with the preparation and filing of the registration
statement on Form S-3 (such registration statement, the "Registration
Statement") being filed today with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), in respect of
Auto Receivables Trust ______, ___% Auto Receivables Backed [Certificates/Notes]
("Securities") which the Registrant plans to offer in series, each series to be
issued under a separate Trust Agreement (a "Trust Agreement"), in substantially
one of the forms incorporated by reference as Exhibits to the Registration
Statement, among Chevy Chase Bank, F.S.B. (the "Company"), ___________________,
as issuer, _____________________, as seller, __________________, as back-up
servicer, and a trustee to be identified in the prospectus supplement for such
series of Securities (the "Trustee" for such series).
We have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such documents and records of
the Company and such other instruments and other certificates of public
officials, officers and representatives of the Company and such other persons,
and we have made such investigations of law, as we have deemed appropriate as a
basis for the opinions expressed below.
The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other
Chevy Chase Bank, F.S.B.
_____________ __, 199__
Page 2
jurisdiction except as to matters that are governed by Federal law or the laws
of the State of New York. All opinions expressed herein are based on laws,
regulations and policy guidelines currently in force and may be affected by
future regulations.
Based upon the foregoing, we are of the opinion that:
1. When, in respect of a series of Securities, a Trust Agreement has
been duly authorized by all necessary action and duly executed and
delivered by the Company, the issuer, the seller, the back-up servicer and
the Trustee for such series, such Trust Agreement will be a valid and
legally binding obligation of the Company; and
2. When a Trust Agreement for a series of Securities has been duly
authorized by all necessary action and duly executed and delivered by the
Company, the issuer, the seller, the back-up servicer and the Trustee for
such series, and when the Securities of such series have been duly executed
and authenticated in accordance with the provisions of the Trust Agreement,
and issued and sold as contemplated in the Registration Statement and the
prospectus, as amended or supplemented and delivered pursuant to Section 5
of the Act in connection therewith, such Securities will be legally and
validly issued, fully paid and nonassessable, and the holders of such
Securities will be entitled to the benefits of such Trust Agreement.
This opinion is furnished by us as counsel to the Registrant. We
hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to Xxxxx Xxxxxxxxxx in the Registration Statement
and the related prospectus under the heading "Legal Matters."
Very truly yours,
