Common use of Form of Opinion of Counsel Clause in Contracts

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Aspen Law & Business,” as supplemented through , 20 ; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Law—Aspen Law & Business,” as supplemented through , 20 ; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Volume—Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Aspen -Aspen Law & Business,” as supplemented through , 20 ; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Law—Aspen Law & Business,” as supplemented through November 1, 20 2013; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Volume—Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Law—Aspen Law & Business,” as supplemented through July 15, 20 2014; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Volume—Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Law—Aspen Law & Business,” as supplemented through May 1, 20 2013; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Volume—Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Law—Aspen Law & Business,” as supplemented through July 1, 20 2013; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Volume—Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Law—Aspen Law & Business,” as supplemented through January 15, 20 2014; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Volume—Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Law—Aspen Law & Business,” as supplemented through May 1, 20 2014; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Volume—Xxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.

Form of Opinion of Counsel. 1. Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act, the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice, Procedure, Law - Aspen Law & Business,” as supplemented through ________ __, 20 20__; (ii) the Delaware Statutory Trust Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - XxxxxxMxxxxx;” and (iii) as to each of CarMax, the Depositor and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in the Receivables granted by CarMax, the Depositor and the Issuing Entity.