Common use of Form of Opinion of Counsel Clause in Contracts

Form of Opinion of Counsel. (Provisions to be included in Opinion of Counsel to be delivered pursuant to Section 7.02(d)(ii) of Receivables Purchase Agreement)* The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to Ford Motor Credit Company (the "Seller") delivered on any Closing Date, as well as any others deemed appropriate at the time of delivery. Capitalized terms used but not defined herein are used as defined in the Receivables Purchase Agreement, dated as of August 1, 2001, (the "Receivables Purchase Agreement"), between Ford Credit Floorplan Corporation, as buyer (the "Buyer"), and the Seller. [The Assignment has been duly authorized, executed and delivered by the Seller, and constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms.] Assuming the Receivables [in the Additional Accounts] are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute "tangible chattel paper," as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

Form of Opinion of Counsel. (Provisions to be included in Opinion of Counsel to be delivered pursuant to Section 7.02(d)(ii8.02(d)(ii) of Receivables Purchase Transfer and Servicing Agreement)* The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to Ford Motor Credit Company Floorplan Corporation (the "SellerTransferor") delivered on any Closing Date, as well as any others deemed appropriate at the time of delivery. Capitalized terms used but not defined herein are used as defined in the Receivables Purchase Transfer and Servicing Agreement, dated as of August 1, 2001, 2001 (the "Receivables Purchase Transfer and Servicing Agreement"), between among Ford Motor Credit Company, as Servicer (the "Servicer") and Ford Credit Floorplan CorporationMaster Owner Trust, as buyer Issuer (the "BuyerIssuer"), and the SellerTransferor. [The Assignment has been duly authorized, executed and delivered by the SellerTransferor, and constitutes the valid and legally binding obligation of the SellerTransferor, enforceable against the Seller Transferor in accordance with its terms.] Assuming the Receivables [in the Additional Accounts] are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute "tangible chattel paper," as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

Form of Opinion of Counsel. (Provisions to be included in Opinion of Counsel to be delivered pursuant to Section 7.02(d)(ii) of Receivables Purchase Agreement)* The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to Ford Motor Credit Company (the "Seller") delivered on any Closing Date, as well as any others deemed appropriate at the time of delivery. Capitalized terms used but not defined herein are used as defined in the Receivables Purchase Agreement, dated as of August 1, 2001, (the "Receivables Purchase Agreement"), between Ford Credit Floorplan CorporationLLC, as buyer (the "Buyer"), and the Seller. [The Assignment has been duly authorized, executed and delivered by the Seller, and constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms.] Assuming the Receivables [in the Additional Accounts] are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute "tangible chattel paper," as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

Form of Opinion of Counsel. (Provisions to be included in Opinion of Counsel to be delivered pursuant to Section 7.02(d)(ii8.02(d)(ii) of Receivables Purchase Transfer and Servicing Agreement)* The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to Ford Motor Credit Company Floorplan LLC (the "SellerTransferor") delivered on any Closing Date, as well as any others deemed appropriate at the time of delivery. Capitalized terms used but not defined herein are used as defined in the Receivables Purchase Transfer and Servicing Agreement, dated as of August 1, 2001, 2001 (the "Receivables Purchase Transfer and Servicing Agreement"), between among Ford Motor Credit Company, as Servicer (the "Servicer") and Ford Credit Floorplan CorporationMaster Owner Trust, as buyer Issuer (the "BuyerIssuer"), and the SellerTransferor. [The Assignment has been duly authorized, executed and delivered by the SellerTransferor, and constitutes the valid and legally binding obligation of the SellerTransferor, enforceable against the Seller Transferor in accordance with its terms.] Assuming the Receivables [in the Additional Accounts] are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute "tangible chattel paper," as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.