WEIL, GOTSHAL & MANGES LLP A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 767 FIFTH AVENUE NEW YORK, NY 10153 212-310-8000 (FAX) 212-310-8007 June 15, 1998FCC Receivables Corp • June 15th, 1998 • Asset-backed securities
We have acted as counsel to Franklin Receivables LLC, a Delaware limited liability company, and FCC Receivables Corp., a Delaware corporation (together with Franklin Receivables LLC, the "Companies"), in connection with the preparation and filing with the Securities and Exchange Commission of the Companies' Registration Statement on Form S-3 (together with the exhibits and any and all amendments thereto, the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration by the Companies of Trust Certificates and Trust Notes (collectively, the "Securities"). As described in the Registration Statement, the Securities will be issued in series (and may be issued in classes within any given series), with each series being issued by a trust (each, a "Trust") to be formed by the Companies pursuant to either a Trust Agreement or a Pooling and Servicing Agreement (each, a "Trust Agreement") between one of the Companies, a trustee to
