**Report of Independent Registered Public Accounting Firm**The Board of Directors DCFS USA LLC: We have examined DCFS USA LLC's ("DCFS") compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB related to the servicing of publicly issued asset-backed securities transactions involving United States consumer automotive retail installment sale contracts for which DCFS USA LLC acts as servicer (the "Platform"), except for servicing criteria 1122(d)(1)(iii),  1122(d)(2)(vi),  1122(d)(4)(x),  1122(d)(4)(xi),  1122(d)(4)(xii),  1122(d)(4)(xiii)  and 1122(d)(4)(xv),  which  management  has  determined  are  not  applicable  to  the  activities  DCFS  performs with respect to the Platform, as of December 31, 2009 and for the period from October 9, 2009 (date of issuance  of  the  Notes  issued  by  Mercedes-Benz  Auto  Receivables  Trust  2009-1) through December 31, 2009  (the  "Reporting  Period").    With  respect  to  applicable  servicing  criteria  1122(d)(1)(iv), 1122(d)(2)(iii),  1122(d)(4)(iii)  and  1122(d)(4)(ix),  management's  Report  on  Assessment  of  Compliance with Applicable Servicing Criteria of DCFS USA LLC ("Management's Assertion") indicates that there were no occurrences during the Reporting Period.  Management is responsible for DCFS' compliance with the  servicing  criteria.    Our  responsibility  is  to  express  an  opinion  on  DCFS'  compliance  based  on  our examination. Our  examination  was  conducted  in  accordance  with  the  standards  of  the  Public  Company  Accounting Oversight  Board  (United  States)  and,  accordingly,  included  examining,  on  a  test  basis,  evidence  about DCFS' compliance with the servicing criteria specified above and performing such other procedures as we considered  necessary  in  the  circumstances.    Our  examination  included  testing  selected  asset-backed transactions  and  securities  that  comprise  the  Platform,  testing  selected servicing activities related to the Platform,  and  determining  whether  DCFS  processed  those  selected  transactions  and  performed  those selected activities in compliance with the servicing criteria.  Furthermore, our procedures were limited to the  selected  transactions  and  servicing  activities  performed  by  DCFS  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 DCFS 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 DCFS' compliance with the servicing criteria. As  described  in  the  accompanying  Management's  Assertion,  for  servicing  criteria  1122(d)(2)(i), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(viii), DCFS has engaged various vendors to perform activities required  by  these  servicing  criteria.  DCFS  has  determined  that  none  of  these  vendors  is  considered  a "servicer" as defined in Item 1101(j) of Regulation AB, and DCFS has elected to take responsibility for assessing compliance with the servicing criteria applicable to these vendors as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06").  As permitted by Interpretation 17.06, DCFS has asserted that it has policies and procedures in place designed to provide reasonable assurance that  each vendor's activities comply in all 2 material  respects  with  the  servicing  criteria  applicable  to  each  vendor.   DCFS  is  solely  responsible  for determining that it meets the SEC requirements to apply Interpretation 17.06 for each vendor and related criteria  as  described  in  its  Management's  Assertion,  and  we  performed  no  procedures  with  respect  to DCFS' eligibility to apply Interpretation 17.06. Our  examination  disclosed  the  following  material  noncompliance  with  servicing  criteria 1122(d)(2)(vii)(B), 1122(d)(4)(vi), 1122(d)(4)(vii) and 1122(d)(4)(xiv), as applicable to DCFS during the Reporting Period: With respect to servicing criterion 1122(d)(2)(vii)(B), certain reconciliations were not prepared within 30 calendar days after the bank statement cut-off date.  With respect to servicing criterion 1122(d)(4)(vi), certain changes with respect to the terms or status of an  obligor's  account  were  not  made,  reviewed  and  approved  by  authorized  personnel  in  accordance with the transaction agreements. With respect to servicing criterion 1122(d)(4)(vii), certain loss mitigation or recovery actions were not initiated,  conducted  and  concluded  in  accordance  with  the  timeframes  or  other  requirements established by the transaction agreements. With  respect  to  servicing  criterion  1122(d)(4)(xiv),  certain  delinquencies,  charge-offs  and uncollectible  accounts  were  not  recognized  and  recorded  in  accordance  with  the  transaction agreements. In our opinion, except for the material noncompliance described  above, DCFS complied, in all material respects,  with  the  aforementioned  servicing  criteria,  including  servicing  criteria  1122(d)(2)(i), 1122(d)(4)(i),  1122(d)(4)(ii)  and  1122(d)(4)(viii)  for  which  compliance  is  determined  based  on Interpretation 17.06 as described above, as of December 31, 2009 and for the Reporting Period. We  do  not  express  an  opinion  or  any  form  of  assurance  on  Management  Response  provided  by management in Appendix B to Management's Assertion. (Signed) KPMG, LLP Detroit, MI March 24, 2010