Exhibits 5.1 and 23.1
[Letterhead of Morgan, Lewis & Bockius LLP]
April 21, 2026
Toyota Auto Finance Receivables LLC
6565 Headquarters Drive, W2-3D
Plano, Texas 75024
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Re: |
Toyota Auto Receivables 2026-B Owner Trust
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Ladies and Gentlemen:
We have acted as special counsel to Toyota Auto Finance Receivables LLC, a Delaware limited liability company
(the “Depositor”) in connection with the sale by the Depositor and the purchase by the Underwriters (as defined below) of $380,570,000 aggregate principal amount of 3.825% Asset Backed Notes, Class A-1 (the “Underwritten Class A-1 Notes”), $511,005,000
aggregate principal amount of 4.04% Asset Backed Notes, Class A-2a (the “Underwritten Class A-2a Notes”), $127,680,000 aggregate principal amount of SOFR Rate plus 0.38% Asset Backed Notes, Class A-2b (the “Underwritten Class A-2b Notes”), $638,685,000
aggregate principal amount of 4.13% Asset Backed Notes, Class A-3 (the “Underwritten Class A-3 Notes”), and $101,935,000 aggregate principal amount of 4.20% Asset Backed Notes, Class A-4 (the “Underwritten Class A-4 Notes” and, collectively with the
Underwritten Class A-1 Notes, the Underwritten Class A-2a Notes, the Underwritten Class A-2b Notes and the Underwritten Class A-3 Notes, the (“Underwritten Notes”), pursuant to the terms of the Underwriting Agreement, dated as of April 14, 2026 (the
“Underwriting Agreement”), among the Depositor, TMCC, and each of Mizuho Securities USA LLC,
BofA Securities, Inc., Barclays Capital Inc., SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., as
representatives of the several underwriters identified therein (collectively, the “Underwriters”), Toyota Motor Credit Corporation and the Depositor.
In connection with the issuance and sale of the Underwritten Notes and
$20,030,000 aggregate principal amount of 3.825% Asset Backed Notes, Class A-1 (the “Non-Underwritten Class A-1 Notes”), $26,895,000 aggregate principal amount of 4.04% Asset Backed Notes, Class A-2a (the “Non-Underwritten Class A-2a Notes”),
$6,720,000 aggregate principal amount of SOFR Rate plus 0.38% Asset Backed Notes, Class A-2b (the “Non-Underwritten Class A-2b Notes”), $33,615,000 aggregate principal amount of 4.13% Asset Backed Notes, Class A-3 (the “Non-Underwritten Class A-3
Notes”), $5,365,000 aggregate principal amount of 4.20% Asset Backed Notes, Class A-4 (the “Non-Underwritten Class A-4 Notes” and, collectively with the Non-Underwritten Class A-1 Notes, the Non-Underwritten Class A-2a Notes, the Non-Underwritten Class
A-2b Notes, the Non-Underwritten Class A-3 Notes and the Underwritten Notes, the “Registered Notes”) and $47,500,000 aggregate principal amount of 0.00% Asset Backed Notes, Class B (the “Class B Notes” and together with the Registered Notes, the
“Notes”), the Depositor has prepared a prospectus dated April
Toyota Auto Finance Receivables LLC
April 21, 2026
Page 2
14, 2026 (collectively with any documents and other information incorporated therein by reference, each in the form prepared for
use by the Underwriters in confirming sales of the Underwritten Notes, the “Prospectus”). Toyota Auto Receivables 2026-B Owner Trust (the “Issuer”) was formed pursuant to a Trust Agreement, dated as of September 30, 2025, by and between the Depositor
and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of April 21, 2026, by and between the Depositor and the Owner Trustee.
The Depositor has filed with the Securities and Exchange Commission a registration statement on Form SF-3
(Registration No. 333-281727), as amended by Amendment No. 1 thereto, for the registration of the Registered Notes and certain other securities under the Securities Act of 1933, as amended (the “Securities Act”). In this opinion letter, the foregoing
registration statement, as so amended, at its effective date, including any documents and other information incorporated therein by reference, is called the “Registration Statement.” As set forth in the Prospectus, the Notes will be issued pursuant to
an Indenture, dated as of April 21, 2026 (the “Indenture”), between the Issuer and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) and as securities intermediary.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under
the Securities Act. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus other than as to the entitlement of the Notes to the benefits of the Indenture and their enforceability
against the Issuer in accordance with their terms.
As such counsel, we have examined and relied upon originals or copies of such corporate records, documents,
agreements or other instruments of the Depositor as we consider appropriate. As to all matters of fact, we have entirely relied upon certificates of officers of the Depositor and of public officials, and have assumed, without independent inquiry, the
accuracy of those certificates. In connection with this opinion, we have also examined and relied upon the Registration Statement and the Prospectus. In our examination, we have assumed the genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.
Each opinion set forth below relating to the binding effect of the Notes is subject to the following general
qualifications:
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(i) |
the enforceability of any obligation of the Issuer or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshaling or other laws
and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and
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Toyota Auto Finance Receivables LLC
April 21, 2026
Page 3
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(ii) |
the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity).
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This opinion letter is limited solely to the internal, substantive laws of the State of New York as applied by
courts located in New York without regard to choice of law.
Based upon and subject to the foregoing, we are of the opinion that the Notes, when duly authorized by all
requisite statutory trust action on the part of the Issuer, executed by the Owner Trustee and authenticated by the Indenture Trustee in accordance with the Indenture, and, in the case of the Underwritten Notes, delivered against payment in accordance
with the Underwriting Agreement, will be entitled to the benefits of the Indenture and constitute binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the heading
“Legal Opinions” in the Prospectus. In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP