EXHIBIT 8.1
[Letterhead of McKee Nelson LLP]
January 12, 2007
Collegiate Funding of Delaware, L.L.C.
10304 Spotsylvania Avenue, Suite 100
Fredericksburg, Virginia 22408
Re:
Collegiate Funding of Delaware, L.L.C.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Collegiate Funding of Delaware, L.L.C. (the “Company”), in connection with the preparation of a registration statement on Form S-3 (the “Registration Statement”) relating to the proposed offering from time to time by one or more trusts (each, a “Trust”) in one or more series (each, a “Series”) of Student Loan-Backed Certificates (the “Certificates”) and Student Loan-Backed Notes (the “Notes,” and together with the Certificates, the “Securities”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, each Series of Securities is to be issued under and pursuant to the conditions of an amended and restated trust agreement, a mast er servicing agreement, an indenture and an administration agreement (each, an “Agreement”) among the Company, an indenture trustee (the “Indenture Trustee”), an owner or eligible lender trustee, as applicable (each, the “Trustee”), and one or more other entities, each to be identified in the prospectus supplement for such Series of Securities.
As such counsel, we have examined copies of the certificate of formation and limited liability company agreement of the Company, the Registration Statement, the base prospectus (the “Prospectus”) and a form of prospectus supplement (the “Prospectus Supplement”) included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of the Company, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various matters material to the opinion set forth below, we h ave relied, to the extent we deemed appropriate, upon the representations and warranties in the form of Agreements and statements and certificates of officers and representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein concerning any law other than the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the statements contained under the captions “U.S. Federal Income Tax Consequences” in the Prospectus and “U.S. Federal Income Tax Consequences” in the Prospectus Supplement related to the treatment of the Securities, to the extent they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects.
To the extent that the paragraph above expressly states our opinion, or states that our opinion will be provided as to any series of Securities, we hereby confirm and adopt such opinion herein as such opinion may be supplemented as described in the related prospectus supplement. Please note that this paragraph applies only to those series of Securities for which our firm is named as counsel to the Company in the related prospectus supplement.
Our opinion above is based upon our interpretations of current law, including court authority and existing final and temporary treasury regulations, which are subject to change both prospectively and retroactively, and upon the facts and assumptions discussed herein. This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein. Our opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances or law after the date hereof. In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court. Furthermore, our opinion is not binding on the Internal Revenue Service or a court. Our opinion represents merely our best legal judgm ent on the matters presented; others may disagree with our conclusion. There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated. In the event any one of the statements, representations or assumptions we have relied upon to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon.
We also note that the Prospectus and the Prospectus Supplement do not relate to a specific transaction and, accordingly, the descriptions of Federal income tax consequences referred to above may require modification in the context of a subsequent transaction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to this firm under the headings “Legal Matters” and “U.S. Federal Income Tax Consequences” in the Prospectus and under the heading “Legal Matters” in the Prospectus Supplement, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, or come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ McKee Nelson LLP
McKee Nelson LLP
