THEY WERE MADE, NOT
MISLEADING OR (C) THE PROSPECTUS, AT THE DATE THEREOF AND AT THE CLOSING DATE,
INCLUDED OR INCLUDES ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED OR OMITS
TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING (IN
EACH OF CLAUSES (A), (B) AND (C), EXCEPT FOR THE FINANCIAL STATEMENTS AND
RELATED SCHEDULES OR OTHER FINANCIAL OR STATISTICAL DATA INCLUDED OR
INCORPORATED BY REFERENCE THEREIN AND THAT PART OF THE REGISTRATION STATEMENT
WHICH SHALL CONSTITUTE THE STATEMENT OF ELIGIBILITY AND QUALIFICATION (FORM T-1)
OF THE INDENTURE TRUSTEE UNDER THE TRUST INDENTURE ACT, AS TO WHICH SUCH COUNSEL
WILL NOT BE CALLED UPON TO EXPRESS A BELIEF); AND
(XXVI)
THE CLASS A-1 NOTES ARE "ELIGIBLE SECURITIES" WITHIN
THE MEANING OF RULE 2A-7 OF THE INVESTMENT COMPANY ACT.
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Illinois, the
State of New York, the State of Delaware or the United States, to the extent
such counsel deems proper and specifies in such opinion, upon the opinion of
other counsel of good standing whom such counsel believes to be reliable and who
are satisfactory to the Underwriters and (B) as to matters of fact, to the
extent such counsel deems proper, on certificates of responsible officers of the
Trust Depositor and public officials.
All references in this Section 8(c) to the Prospectus shall be deemed to include
any amendment or supplement thereto at the Closing Date.
(D)
THE UNDERWRITERS SHALL HAVE RECEIVED THE OPINION OF R.J. SEAWARD,
GENERAL COUNSEL FOR HARLEY-DAVIDSON, DATED THE CLOSING DATE AND SATISFACTORY IN
FORM AND SUBSTANCE TO THE UNDERWRITERS, TO THE EFFECT THAT:
17
(I)
HARLEY-DAVIDSON HAS OBTAINED ALL
MATERIAL LICENSES, PERMITS AND OTHER GOVERNMENTAL AUTHORIZATIONS THAT ARE
NECESSARY TO THE CONDUCT OF ITS BUSINESS; SUCH LICENSES, PERMITS AND OTHER
GOVERNMENTAL AUTHORIZATIONS ARE IN FULL FORCE AND EFFECT, AND HARLEY-DAVIDSON IS
IN ALL MATERIAL RESPECTS COMPLYING THEREWITH AND HARLEY-DAVIDSON IS OTHERWISE IN
COMPLIANCE WITH ALL LAWS, RULES, REGULATIONS AND STATUTES OF ANY JURISDICTION TO
WHICH IT IS SUBJECT, EXCEPT WHERE NON-COMPLIANCE WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON HARLEY-DAVIDSON; AND
(II)
NONE OF THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE TRANSFER AND SALE AGREEMENT, THE CONSUMMATION OF ANY OF THE
TRANSACTIONS THEREIN CONTEMPLATED OR THE FULFILLMENT OF THE TERMS THEREOF WILL
CONFLICT WITH, RESULT IN A BREACH OR VIOLATION OF, OR CONSTITUTE A DEFAULT
UNDER, ANY LAW OR THE CHARTER OR BYLAWS OF HARLEY-DAVIDSON OR THE TERMS OF ANY
INDENTURE OR OTHER AGREEMENT OR INSTRUMENT KNOWN TO SUCH COUNSEL AND TO WHICH
HARLEY-DAVIDSON OR THE TRUST DEPOSITOR IS A PARTY OR BY WHICH IT IS BOUND OR ANY
JUDGMENT, ORDER OR DECREE KNOWN TO SUCH COUNSEL TO BE APPLICABLE TO
HARLEY-DAVIDSON OR THE TRUST DEPOSITOR OF ANY COURT, REGULATORY BODY,
ADMINISTRATIVE AGENCY, GOVERNMENTAL BODY, OR ARBITRATOR HAVING