Board
      of Directors and Shareholder
              Nissan
      Motor Acceptance Corporation
            June
      26, 2009












Report
of Independent Registered Public Accounting Firm







We have
examined management’s assertion, included in the accompanying Report on
Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed
Securities, that Nissan Motor Acceptance Corporation (the Company) complied with
the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange
Commission’s Regulation AB for asset-backed securities transactions involving
motor vehicle retail installment sale contracts and lease contracts included in
public securitizations sponsored by the Company starting in 2006 and serviced by
the Company and its subsidiaries (the Platform) as of and for the year ended
March 31, 2009, except for 1122 (d)(1)(iii), 1122 (d)(1)(iv), 1122 (d)(2)(vi),
1122 (d)(4)(ix), and 1122 (d)(4)(x), which the Company has determined are not
applicable to the activities performed by them with respect to the Platform
covered by this report. Management is responsible for the Company’s compliance
with those servicing criteria. Our responsibility is to express an opinion on
management’s assertion about the Company’s compliance with the servicing
criteria based on our examination.




Our
examination was conducted in accordance with attestation standards established
by the American Institute of Certified Public Accountants, as adopted by the
Public Company Accounting Oversight Board (United States) and, accordingly,
included examining, on a test basis, evidence about the Company’s compliance
with the applicable servicing criteria and performing such other procedures as
we considered necessary in the circumstances.  Our examination
included testing of less than all of the individual asset backed transactions
and securities that comprise the Platform, testing of less than all of the
servicing activities related to the Platform and determining whether the Company
processed those selected transactions and performed those selected activities in
compliance with the servicing criteria and as permitted by the Interpretation
17.06 of the SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations (Interpretation 17.06).  Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other
transactions.  We believe that our examination provides a reasonable
basis for our opinion. Our examination does not provide a legal determination on
the Company’s compliance with the servicing criteria.




As
described in management’s assertion, for servicing criteria 1122 (d)(2)(i), 1122
(d)(2)(vii), 1122 (d)(4)(i) and 1122 (d)(4)(ii), the Company has engaged various
vendors to perform the activities required by these servicing criteria. The
Company has determined that these vendors are not considered a “servicer” as
defined in Item 1101(j) of Regulation AB, and the Company has elected to take
responsibility for assessing compliance with the applicable servicing criteria
applicable to each vendor as permitted by Interpretation 17.06. As permitted by
Interpretation 17.06, the Company has asserted that it has policies and
procedures in place designed to provide reasonable assurance that the vendors’
activities comply in all material respects with servicing criteria applicable to
each vendor.  The Company is solely responsible for determining that
it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related
criteria as described in its assertion, and we performed no procedures with
respect to the Company’s eligibility to apply Interpretation 17.06.




In our
opinion, management’s assertion that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i),
1122 (d)(2)(vii), 1122 (d)(4)(i) and 1122 (d)(4)(ii) for which compliance is
determined based on Interpretation 17.06 as described above, as of and for the
year ended March 31, 2009 for the Platform, is fairly stated, in all material
respects.









Ernst
& Young LLP