Ford Credit Auto Owner Trust 2011-B  Corporate Opinion
  Ford Credit Depositor Trust Notes Indenture BNYM Indenture Trustee Sale and Servicing Agreement Servicer
  (a)
    
    the Indenture;(b)
    
    the Sale and Servicing Agreement;(c)
    
    specimens of the Notes;(d)
    
    the Purchase Agreement, dated as of July 1, 2011 (the Purchase
Agreement), between Ford Credit and the Depositor;(e)
    
    the Amended and Restated Trust Agreement, dated as of July 1, 2011 (the
Trust Agreement), between the Depositor and U.S. Bank Trust National
Association, a national banking association, as owner trustee (the Owner
Trustee);(f)
    
    the Administration Agreement, dated as of July 1, 2011 (the Administration
Agreement), among the Trust, Ford Credit, as administrator (in such capacity, the
Administrator), and the Indenture Trustee;(g)
    
    the Account Control Agreement, dated as of July 1, 2011 (the Control
Agreement), among the Trust, as grantor, the Indenture Trustee and BNYM, as
financial institution;




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(h)
    
    the Underwriting Agreement, dated July 19, 2011 (the Underwriting
Agreement), among the Depositor, Ford Credit and Citigroup Global Markets Inc.
(Citi), Credit Agricole Securities (USA) Inc. (Credit Agricole
Securities), Credit Suisse Securities (USA) LLC (Credit Suisse) and RBC
Capital Markets, LLC (RBC Capital Markets), acting on behalf of themselves
and as representatives of the several Underwriters (in which representative capacity
Citi, Credit Agricole Securities, Credit Suisse and RBC Capital Markets are
collectively referred to herein as the Representatives); and(i)
    
    the Note Purchase Agreement (Class A-1 Notes), dated July 19, 2011 (the
Class A-1 Note Purchase Agreement), among the Depositor, Ford Credit and
Citi, Credit Agricole Securities, Credit Suisse and RBC Capital Markets, as initial
purchasers (in such capacity, the Class A-1 Note Purchasers).
 Basic
Documents Transaction Documents
  (i)
    
    the registration statement on Form S-3 (Registration No. 333-167489) filed with
the Securities and Exchange Commission (the Commission) under the Securities
Act of 1933, as amended (the Securities Act), on June 14, 2010, as amended by
Amendment No. 1, filed with the Commission on July 9, 2010, and effective on July 13,
2010 (such registration statement, together with any information included in the
Prospectus referred to below, the Registration Statement);(ii)
    
    the preliminary prospectus supplement, dated July 18, 2011 (the
Preliminary Prospectus Supplement), filed with the Commission pursuant to
Rule 424(b)(3) on July 19, 2011 (the Preliminary Prospectus Supplement and the base
prospectus, dated July 15, 2011 (the Base Prospectus), together the
Preliminary Prospectus) and the free writing prospectus, dated July 19, 2011;
and the final prospectus supplement, dated July 19, 2011 (the Final Prospectus
Supplement), filed with the Commission pursuant to Rule 424(b)(2) on July 21, 2011
(the Final
Prospectus Supplement and the Base Prospectus, together the Final
Prospectus and, together with the Preliminary Prospectus, the
Prospectus).(iii)
    
    the preliminary offering memorandum, dated July 18, 2011 (the Preliminary
Offering Memorandum), which Preliminary Offering Memorandum includes and
incorporates the Preliminary Prospectus; and the final offering memorandum, dated July
19, 2011 (the Final Offering Memorandum and, together with the Preliminary
Offering Memorandum, the Class A-1 Notes Offering




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Memorandum), which Final Offering Memorandum includes and incorporates the Final
Prospectus, each prepared for the purposes of offering the Class A-1 Notes;(iv)
    
    the organizational documents of Ford Credit and the Depositor; and(v)
    
    all such other records of Ford Credit and the Depositor and such other
documents, certificates and records as we have deemed necessary or appropriate as a
basis for the opinions expressed herein.
 Applicable
Laws Governmental Approval
  In-House Opinion




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RLF Opinions
  1.
    
    Each of the Basic Documents to which Ford Credit is a party constitutes the
legal, valid and binding agreement of Ford Credit, enforceable against Ford Credit in
accordance with its terms.2.
    
    Each of the Basic Documents (other than the Trust Agreement) to which the
Depositor is a party constitutes the legal, valid and binding agreement of the
Depositor, enforceable against the Depositor in accordance with its terms.3.
    
    Each of the Basic Documents to which the Trust is a party constitutes the
legal, valid and binding agreement of the Trust, enforceable against the Trust in
accordance with its terms.4.
    
    The Notes have been duly authorized by the Trust and, when duly executed and
delivered by the Trust, authenticated by the Indenture Trustee and delivered against
payment therefor, will constitute the legal, valid and binding obligations of the
Trust, enforceable against the Trust in accordance with their terms, and will be
entitled to the benefits of the Indenture.5.
    
    The execution and delivery by each of Ford Credit, the Depositor and the Trust
of the Transaction Documents to which it is a party, and the compliance by each of Ford
Credit, the Depositor and the Trust with the terms and provisions of such agreements,
including the issuance of the Notes, will not contravene any provision of any
Applicable Law of the State of New York or the State of Delaware or any Applicable Law
of the United States of America.6.
    
    No Governmental Approval (other than the filing of UCC financing statements
with respect to (a) the sale or transfer of the Receivables by Ford Credit to the
Depositor pursuant to the Purchase Agreement and by the Depositor to the Trust pursuant
to the Sale and Servicing Agreement and (b) the grant by the Trust of a security
interest in such Receivables to the Indenture Trustee pursuant to the Indenture), which
has not been obtained or taken and is not in full force and effect, is required to
authorize, or is required in connection with, the execution or delivery of the
Transaction Documents to which it is a party by Ford Credit, the Depositor and the
Trust, or the enforceability of any of the Basic Documents




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(other than the Trust Agreement) to which it is a party against Ford Credit, the
Depositor or the Trust, as applicable.7.
    
    The Registration Statement and any amendments thereto have become effective
under the Securities Act and, to the best of our knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued and not withdrawn, and
no proceedings for that purpose have been instituted or threatened and not terminated.8.
    
    The offer, sale and delivery of the Class A-1 Notes by the Depositor to the
Class A-1 Note Purchasers in the manner contemplated in the Class A-1 Note Purchase
Agreement and the Class A-1 Notes Offering Memorandum does not require registration
under the Securities Act; provided, that we express no opinions as to any subsequent
resale of any Class A-1 Note.9.
    
    The Class A-1 Notes, when duly executed, authenticated and delivered against
payment by the Class A-1 Note Purchasers, will constitute Eligible Securities as such
term is defined in Rule 2a-7(a)(10) under the Investment Company Act of 1940, as
amended (the Investment Company Act), so long as the Class A-1 Notes have a
rating from the Requisite NRSROs (as defined in Rule 2a-7 under the Investment Company
Act) in one of the two highest short-term rating categories.10.
    
    Neither the Depositor nor the Trust is required to be registered as an
investment company under the Investment Company Act.11.
    
    The Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and the Trust Agreement is not required to be qualified under the Trust
Indenture Act of 1939, as amended.12.
    
    The Notes, the Indenture, the Underwriting Agreement and the other Basic
Documents conform in all material respects with their descriptions in the Base
Prospectus, the Preliminary Prospectus Supplement and the Final Prospectus Supplement.
The Class A-1 Notes and the Class A-1 Note Purchase Agreement conform in all material
respects with their descriptions in the Preliminary Offering Memorandum and the Final
Offering Memorandum.13.
    
    The statements contained in the Base Prospectus, the Preliminary Prospectus
Supplement and the Final Prospectus Supplement, and in the Preliminary Offering
Memorandum and the Final Offering Memorandum, under the heading ERISA Considerations,
insofar as such statements constitute a summary of law and legal conclusions, and
subject to the qualifications therein, have been prepared or reviewed by us and are
correct in all material respects.




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(a)
    
    The enforceability of the Basic Documents may be limited to the extent that any
section thereof relates to the submission to the subject matter jurisdiction of, or the
waiver of venue or inconvenient forum objections as they relate to, the United States
District Court for the Southern District of New York or the New York State courts.(b)
    
    The enforceability of the Basic Documents referred to in paragraphs 1, 2 and 3
above may be subject to bankruptcy, insolvency, reorganization or other laws relating
to or affecting creditors rights generally and to general equity principles.(c)
    
    We express no opinion as to the enforceability of any provision purporting to
provide indemnification or contribution relating to matters under federal or state
securities laws.(d)
    
    Exculpatory provisions, waivers and provisions regarding arbitration of
disputes may be limited on public policy grounds.(e)
    
    We express no opinion as to any consent, approval, authorization, registration
or qualification which may be required under state securities or Blue Sky laws.(f)
    
    We express no opinion herein as to the creation, attachment, perfection or
priority of any security interests which are purported to be created under the
Indenture.(g)
    
    In rendering the opinions in paragraph 8, we have assumed (1) the accuracy of
the representations and warranties (other than as to legal conclusions) and compliance
with the covenants by (A) the parties to the Class A-1 Note Purchase Agreement and (B)
the investors in the Class A-1 Notes which are deemed to be made by such investors as
described in the Class A-1 Notes Offering Memorandum and (2) that investors to whom the
Class A-1 Note Purchasers initially place the Class A-1 Notes receive a copy of the
Class A-1 Notes Offering Memorandum; we express no opinion as to any subsequent resale
of any Class A-1 Note.(h)
    
    To the extent any opinion relates to the enforceability of the choice of New
York law and choice of New York forum provisions of the Transaction Documents, our
opinion is rendered in reliance upon New York General Obligation Law §§ 5-1401, 5-1402
(McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001) and is subject to the
qualification that such enforceability may be limited by public policy considerations
of any jurisdiction, other than the courts of the State of New York, in which
enforcement of such provisions, or of a judgment upon an agreement containing such
provisions, is sought.




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(i)
    
    We call to your attention that the choice of New York law on the basis of
Section 5-1401 of the New York General Obligation Law is only relevant insofar as
litigation is brought to enforce the Transaction Documents in the courts of the State
of New York, and we have assumed that there is basis for jurisdiction in such courts.(j)
    
    We express no opinion on the enforceability of any provision in a Transaction
Document purporting to prohibit, restrict or condition the assignment of rights under
such Transaction Document to the extent such restriction on assignability is governed
by the Uniform Commercial Code.(k)
    
    We note that Rule 2a-7 of the Investment Company Act imposes restrictions on
investment by money market funds in Eligible Securities, including that the funds
board of directors determine that the investment present minimal credit risks and that
certain portfolio diversification and maturity limitations be satisfied and our opinion
in paragraph 9 does not address any issues beyond satisfaction of the definition of
Eligible Securities.
  NRSRO Rule 17g-5 provided




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