OR BY WHICH IT IS BOUND, OR ANY JUDGMENT,
ORDER OR DECREE KNOWN TO SUCH COUNSEL TO BE APPLICABLE TO THE TRUST DEPOSITOR OF
ANY COURT, REGULATORY BODY, ADMINISTRATIVE AGENCY, GOVERNMENTAL BODY OR
ARBITRATOR HAVING JURISDICTION OVER THE TRUST DEPOSITOR;
(VII)
THERE ARE NO ACTIONS, PROCEEDINGS OR INVESTIGATIONS PENDING OR, TO
THE BEST OF SUCH COUNSEL'S KNOWLEDGE AFTER DUE INQUIRY, THREATENED BEFORE ANY
COURT, ADMINISTRATIVE AGENCY OR OTHER TRIBUNAL (A) ASSERTING THE INVALIDITY OF
ANY OF THE BASIC DOCUMENTS, (B) SEEKING TO PREVENT THE CONSUMMATION OF ANY OF
THE TRANSACTIONS CONTEMPLATED BY ANY OF THE BASIC DOCUMENTS OR THE EXECUTION AND
DELIVERY THEREOF OR (C) THAT MIGHT MATERIALLY AND ADVERSELY AFFECT THE
PERFORMANCE BY THE TRUST DEPOSITOR OF ITS OBLIGATIONS UNDER, OR THE VALIDITY OR
ENFORCEABILITY OF, THIS AGREEMENT OR ANY BASIC DOCUMENT;
(VIII)
TO THE BEST KNOWLEDGE OF SUCH COUNSEL AND EXCEPT AS SET FORTH IN
THE PRELIMINARY PROSPECTUS AND THE PROSPECTUS, NO DEFAULT EXISTS AND NO EVENT
HAS OCCURRED WHICH, WITH NOTICE, LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A
DEFAULT IN THE DUE PERFORMANCE AND OBSERVANCE OF ANY TERM, COVENANT OR CONDITION
OF ANY AGREEMENT TO WHICH THE TRUST DEPOSITOR IS A PARTY OR BY WHICH IT IS
BOUND, WHICH DEFAULT IS OR WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE FINANCIAL
CONDITION, EARNINGS, PROSPECTS, BUSINESS OR PROPERTIES OF THE TRUST DEPOSITOR,
TAKEN AS A WHOLE;
(IX)
THE PROVISIONS OF THE TRANSFER AND SALE AGREEMENT ARE EFFECTIVE
TO TRANSFER TO THE TRUST DEPOSITOR ALL RIGHT, TITLE AND INTEREST OF
HARLEY-DAVIDSON IN AND TO THE CONTRACTS, AND TO THE KNOWLEDGE OF SUCH COUNSEL,
THE OTHER TRUST PROPERTY WILL BE OWNED BY THE TRUST DEPOSITOR FREE AND CLEAR OF
ANY LIEN EXCEPT FOR THE LIEN OF THE SALE AND SERVICING AGREEMENT AND THE
INDENTURE;
(X)
THE PROVISIONS OF THE SALE AND SERVICING AGREEMENT ARE EFFECTIVE
TO TRANSFER TO THE TRUST ALL RIGHT, TITLE AND INTEREST OF THE TRUST DEPOSITOR IN
AND TO THE COLLATERAL AND THE CONTRACTS AND TO THE KNOWLEDGE OF SUCH COUNSEL,
THE OTHER COLLATERAL, WILL BE OWNED BY THE TRUST FREE AND CLEAR OF ANY LIEN
EXCEPT FOR THE LIEN OF THE INDENTURE;
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(XI)
THE PROVISIONS OF THE INDENTURE ARE
EFFECTIVE TO CREATE, IN FAVOR OF THE INDENTURE TRUSTEE FOR THE BENEFIT OF THE
NOTEHOLDERS AS SECURITY FOR THE TRUST'S OBLIGATIONS UNDER THE NOTES, A VALID
SECURITY INTEREST IN THE CONTRACTS AND THAT PORTION OF THE OTHER COLLATERAL
WHICH IS SUBJECT TO ARTICLE 9 OF THE ILLINOIS UNIFORM COMMERCIAL CODE (THE "UCC
COLLATERAL") AND THE PROCEEDS THEREOF;
(XII)
THE FORM UCC-1 FINANCING STATEMENTS NAMING
(A) HARLEY-DAVIDSON AS SELLER AND THE TRUST DEPOSITOR AS PURCHASER, (B) THE
TRUST DEPOSITOR AS SELLER AND THE TRUST AS PURCHASER AND (C) THE TRUST, AS
DEBTOR, AND THE INDENTURE TRUSTEE, AS SECURED PARTY ARE IN APPROPRIATE FORM FOR
FILING WITH THE SECRETARY OF STATE OF THE STATE OF NEVADA; THE INTEREST OF THE
INDENTURE TRUSTEE IN THE CONTRACTS AND THE PROCEEDS THEREOF AND, TO THE EXTENT
THAT THE FILING