Capital One Prime Auto Receivables Trust 2026-1 提交 8-K，仅为 ABS 票据发行配套的例行合法性与税务法律意见书备案

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8-K
1
d112275d8k.htm
8-K
8-K
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current Report
Pursuant to
Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 9, 2026
Capital One Auto Receivables, LLC
(Exact Name of Depositor as Specified in its Charter)
Commission File Number:
333-286543
Central Index Key Number: 0001133438
Capital One Prime Auto Receivables Trust
2026-1
(Exact Name of Issuing Entity as Specified in its Charter)
Commission File Number:
333-286543-02
Central Index Key Number: 0002149906
Capital One, National Association
(Exact Name of Sponsor as Specified in its Charter)
Central Index Key Number: 0000047288
Delaware
(State or Other
Jurisdiction of Incorporation of Registrant)
31-1750007
(Registrant’s I.R.S. Employer Identification No.)
Capital One Auto Receivables, LLC
1600 Capital One Drive, Room 27907B
McLean, Virginia
22102
(Address of Registrant’s Principal Executive Offices)
(Zip Code)
(703)
720-3148
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the Registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
N/A
N/A
N/A
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Capital One Auto Receivables, LLC (the “
Registrant
”) is filing the exhibits listed in Item 9.01(d) below in connection
with the public issuance of the
Class A-2-A,
Class A-2-B,
Class A-3
and
Class A-4
Auto Loan Asset Backed Notes, in each case, in the initial principal amount specified in the Prospectus dated September 9, 2026 (the
“
Notes
”) by Capital One Prime Auto Receivables Trust
2026-1.
This Current
Report on Form
8-K
is being filed in connection with the issuance of the Notes to satisfy an undertaking to file unqualified legality and tax opinions at the time of each takedown from the Registration
Statement. Copies of the legality and tax opinions delivered by Mayer Brown LLP, counsel to the Registrant, in connection with the issuance of the Notes are attached hereto as Exhibits 5.1 and 8.1, respectively.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit
No.
Document Description
5.1
Opinion of Mayer Brown LLP dated as of September 11, 2026 with respect to legality matters
8.1
Opinion of Mayer Brown LLP dated as of September 11, 2026 with respect to tax matters
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
September 11, 2026
CAPITAL ONE AUTO RECEIVABLES, LLC
By:
/s/ Eric Bauder
Name:
Eric Bauder
Title:
Assistant Vice President, Treasurer
S-1

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EX-5.1
2
d112275dex51.htm
EX-5.1
EX-5.1
Exhibit 5.1
Mayer Brown LLP
71 South Wacker Drive
Chicago,
Illinois 60606-4637
Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
September 11, 2026
Capital One Auto Receivables, LLC
1600 Capital
One Drive
Room 27907B
McLean, Virginia 22102
Re:
Capital One Auto Receivables, LLC
Registration Statement on Form
SF-3
(No.
333-286543)
Ladies and Gentlemen:
We have acted as
special counsel to Capital One Auto Receivables, LLC, a Delaware limited liability company (the “
Company
”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits and
any amendments thereto, the “
Registration Statement
”) and the offering of
Class A-2-A,
Class A-2-B,
Class A-3
and
Class A-4
Auto Loan Asset Backed Notes (collectively, the “
Offered
Notes
”), in each case, in the initial principal amount specified in the final prospectus dated September 9, 2026 (the “
Prospectus
”), which Prospectus has been filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “
Act
”). As described in the Prospectus, the Offered Notes and the other notes described in the Prospectus (collectively with the Offered Notes, the
“
Notes
”) will be issued by Capital One Prime Auto Receivables Trust
2026-1
(the “
Issuer
”), a trust formed by the Company pursuant to a trust agreement (as amended,
restated or otherwise modified, the “
Trust Agreement
”) between the Company and BNY Mellon Trust of Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “
Indenture
”) between the
Issuer and Wilmington Trust, National Association, as indenture trustee (the “
Indenture Trustee
”).
In that connection,
we generally are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we
have deemed necessary or appropriate for the purpose of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Trust Agreement, the Indenture (including the form of Notes included as an exhibit thereto), the
sale agreement, the purchase agreement, the servicing agreement, the administration agreement and the asset representations agreement (collectively, the “
Operative Documents
”). Terms used herein without definitions have the
meanings given to such terms in the Prospectus.
Based on and subject to the foregoing, we are of the opinion that, with respect to the
Offered Notes, when (a) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Offered Notes have been duly executed and issued by the Issuer and
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited
liability partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).
M
AYER
B
ROWN
LLP
Capital One Auto Receivables, LLC
Page
2
authenticated by the Indenture Trustee, and sold by (or at the direction of) the Company and (c) payment
of the agreed consideration for the Offered Notes has been received by the Issuer, all in accordance with the terms and conditions of the Operative Documents and in the manner described in the Prospectus, such Offered Notes will have been duly
authorized by all necessary action of the Issuer and will be legally issued and binding obligations of the Issuer and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization,
arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a
proceeding in equity or at law.
M
AYER
B
ROWN
LLP
Capital One Auto Receivables, LLC
Page
3
Our opinions expressed herein are limited to the federal laws of the United States and the
laws of the State of New York and the Delaware Statutory Trust Act. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to a Form
8-K
filed in connection with the Prospectus and
to the use of our name therein without admitting we are “experts” within the meaning of the Act, as amended, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement and the
Prospectus.
Very truly yours,
/s/ Mayer Brown LLP
M
AYER
B
ROWN
LLP

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EX-8.1
3
d112275dex81.htm
EX-8.1
EX-8.1
Exhibit 8.1
Mayer Brown LLP
71 South Wacker Drive
Chicago,
Illinois 60606-4637
Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
September 11, 2026
Capital One Auto Receivables, LLC
1600 Capital
One Drive
Room 27907B
McLean, Virginia 22102
Re:
Capital One Auto Receivables, LLC
Registration Statement on Form
SF-3
(No. 333-286543)
Ladies and Gentlemen:
We have acted as special
federal tax counsel to Capital One Auto Receivables, LLC, a Delaware limited liability company (the “
Company
”), in connection with the above-captioned registration statement (such registration statement, together with the exhibits
and any amendments thereto, the “
Registration Statement
”) and the offering of
Class A-2-A,
Class A-2-B,
Class A-3
and
Class A-4
Auto Loan Asset Backed Notes (collectively, the “
Offered
Notes
”), in each case, in the initial principal amount specified in the final prospectus dated September 9, 2026 (the “
Prospectus
”), which Prospectus has been filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended. As described in the Prospectus, the Offered Notes and the other notes described in the Prospectus (collectively with the Offered Notes, the “
Notes
”) will be
issued by Capital One Prime Auto Receivables Trust
2026-1
(the “
Issuer
”), a trust formed by the Company pursuant to a trust agreement (as amended, restated or otherwise modified, the
“
Trust Agreement
”) between the Company and BNY Mellon Trust of Delaware, as owner trustee. The Notes will be issued pursuant to an indenture (the “
Indenture
”) between the Issuer and Wilmington Trust, National
Association, as indenture trustee (the “
Indenture Trustee
”).
In that connection, we generally are familiar with the
proceedings required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate
for the purpose of this opinion, including the Prospectus and the underwriting agreement and current drafts of the Trust Agreement, the Indenture (including the form of Notes included as an exhibit thereto), the sale agreement, the purchase
agreement, the servicing agreement, the administration agreement and the asset representations agreement (collectively, the “
Operative Documents
”). Terms used herein without definitions have the meanings given to such terms in the
Prospectus.
The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the
“
Code
”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “
IRS
”) contained in published Revenue Rulings and Revenue Procedures, current
administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited
liability partnership) and Tauil & Chequer Advogados (a Brazilian law partnership).
M
AYER
B
ROWN
LLP
Capital One Auto Receivables, LLC
Page 2
are based are subject to change, which changes could apply retroactively. In addition, there can be no
assurance that positions contrary to those stated in our opinions may not be taken by the IRS.
Based on the foregoing and assuming that
the Operative Documents are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative Documents in fact occur in accordance with the terms thereof, to the extent that the
statements set forth in the Prospectus under the captions “
Summary of Terms—Tax Status
” and “
Material United States Federal Income Tax Consequences
” constitute matters of U.S. federal income tax law or
legal conclusions with respect thereto relating to U.S. federal tax matters, and to the extent such statements expressly state our opinions or state that our opinion has been or will be provided as to the Offered Notes, we hereby confirm and adopt
the opinions set forth therein (subject to the qualifications, assumptions, limitations and exceptions set forth therein).
M
AYER
B
ROWN
LLP
Capital One Auto Receivables, LLC
Page 3
We know that we are referred to under the captions referred to above included in the
Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing as Exhibit 8.1 to a Form
8-K
filed in connection therewith, without admitting that we are
“experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement or the Prospectus.
Respectfully submitted,
/s/ Mayer Brown LLP
M
AYER
B
ROWN
LLP