Exhibit 8.1
[DEWEY BALLANTINE LLP LETTERHEAD]
September 26, 2006
To the Addressees Listed
On Schedule One Attached Hereto
Re:AmeriCredit Automobile Receivables Trust 2006-B-G
Ladies and Gentlemen:
We have acted as tax counsel to AmeriCredit Financial Services, Inc., a Delaware corporation (“AmeriCredit”), AFS SenSub Corp., a Nevada corporation (“AFS SenSub”), AmeriCredit Corp., a Texas corporation (“AmeriCredit Corp.”) and AmeriCredit Automobile Receivables Trust 2006-B-G (the “Issuer”), as to certain matters in connection with the issuance of the $166,000,000 Class A-1 5.3484% Asset Backed Notes, $342,000,000 Class A-2 5.37% Asset Backed Notes, $352,000,000 Class A-3 5.21% Asset Backed Notes and $340,000,000 Class A-4 5.21% Asset Backed Notes (collectively, the “Notes”) which will be issued pursuant to an Indenture (the “Indenture”) dated as of September 18, 2006 between the Issuer and Wells Fargo Bank, National Association (the “Trustee” and the “Trust Collateral Agent”) and the certificate (the “Certificate”) which will be issued pursuant to a Trust Agreement dated as of September 6, 2006, as amended and restated as of September 18, 2006 (the “Trust Agreement”) between AFS SenSub and Wilmington Trust Company, as Owner Trustee (the “Owner Trustee”). Capitalized terms not otherwise defined herein have their respective meanings as set forth in the Indenture.
The term “Prospectus” means, together, the Base Prospectus, the Preliminary Prospectus Supplement and the Prospectus Supplement. The term “Base Prospectus” means the prospectus dated April 28, 2006, included in the Registration Statement. The term “Registration Statement” means (i) the Registration Statement on Form S-3 (No. 333-130439), including the exhibits thereto, (ii) all documents incorporated by reference therein pursuant to Item 12 of Form S-3 and (iii) any post-effective amendment filed and declared effective prior to the date of issuance of the Notes. The term “Preliminary Prospectus Supplement” means the preliminary prospectus supplement dated September 12, 2006 specifically relating to the Notes, as filed with the Commission pursuant to Rule 424 of the Rules and Regulations. The term “Prospectus Supplement” means the prospectus supplement dated September 14, 2006 specifically relating to the Notes, as filed with the Commission pursuant to Rule 424 of the Rules and Regulations.
As tax counsel, we have reviewed such documents as we have deemed appropriate for the purposes of rendering the opinions set forth below, including the Sale and Servicing Agreement dated as of September 18, 2006 among the Issuer, AmeriCredit, AFS
To the Addressees Listed
On Schedule One Attached Hereto
September 26, 2006
Page 2
SenSub and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent, the Prospectus, the Indenture, the Trust Agreement and other documents and matters of fact and law as we have deemed necessary for purposes of rendering the opinions set forth below. In addition, in conducting our analysis, we have relied on certain representations made to us by AmeriCredit and the Underwriters.
We have examined the question of whether the Notes issued under the Indenture will constitute indebtedness for federal income tax purposes. Our analysis is based on the provisions of the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder as in effect on the date hereof and on existing judicial and administrative interpretations thereof. These authorities are subject to change and to differing interpretations, which could apply retroactively. The opinion of tax counsel is not binding on the courts or the Internal Revenue Service (the “IRS”).
In general, whether a transaction constitutes the issuance of indebtedness for federal income tax purposes is a question of fact, the resolution of which is based primarily upon the economic substance of the instruments and the transaction pursuant to which they are issued rather than the form of the transaction or the manner in which the instruments are labeled. The IRS and the courts have set forth various factors to be taken into account in determining whether or not a transaction constitutes the issuance of indebtedness for federal income tax purposes, which we have reviewed as they apply to this transaction.
Based on the foregoing, and such legal and factual investigations as we have deemed appropriate, we are of the opinion that for federal income tax purposes:
(1) The Notes will be characterized as indebtedness because: (i) the characteristics of the transaction strongly indicate that, in economic substance, the transaction is the issuance of indebtedness; (ii) the form of the transaction is an issuance of indebtedness; and (iii) the parties have stated unambiguously their intention to treat the transaction as the issuance of indebtedness for tax purposes.
(2) Assuming compliance with the terms of the Trust Agreement and the related documents, the Issuer will not be characterized as an association, or a publicly traded partnership, taxable as a corporation.
(3) The statements in the Prospectus under the heading “Material Federal Income Tax Consequences,” as they relate to federal income tax matters and to the extent that they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects.
Except for the opinion set forth above, we express no opinion as to any other tax consequences of the transaction to any party under federal, state, local or foreign laws. This opinion is for the benefit of the addressees hereof, and it may not be relied on by any party without our expressed consent in writing. We express no opinion on any matter not discussed in
To the Addressees Listed
On Schedule One Attached Hereto
September 26, 2006
Page 3
this letter, and we undertake no obligation to update the opinion contained herein after the date hereof.
Pursuant to U.S. Treasury Department Circular 230, any tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of avoiding tax-related penalties. Further, this advice was written to support the promotion or marketing of the transaction and/or matters addressed herein and each affected party should seek advice based on its particular circumstances from an independent tax advisor.
| | | |
| | | Very truly yours, |
| | | |
| | | /s/ Dewey Ballantine LLP |
SCHEDULE ONE
| |
| AmeriCredit Financial Services, Inc. |
AmeriCredit Automobile Receivables
Trust 2006-B-G |
| 801 Cherry Street, Suite 3900 |
| Fort Worth, Texas 76102 |
| |
| AFS SenSub Corp. |
| 2265 B Renaissance Drive |
| Suite 17 |
| Las Vegas, Nevada 89119 |
| |
| Deutsche Bank Securities Inc. |
| 60 Wall Street, 19th Floor |
| New York, New York 10005 |
| |
| J.P. Morgan Securities Inc. |
| 270 Park Avenue, 10th Floor |
| New York, New York 10017 |
| |
| UBS Securities LLC |
| 1285 Avenue of the Americas |
| New York, New York 10019 |
| |
| Credit Suisse Securities (USA) LLC |
| 11 Madison Avenue, 4th Floor |
| New York, New York 10010 |
| |
| Lehman Brothers Inc. |
| 745 Seventh Avenue |
| New York, New York 10019 |
| |
| Wells Fargo Bank, National Association, as Trustee, Backup Servicer and Trust Collateral Agent |
| Sixth Street and Marquette Avenue, |
| MAC N9311-161 |
| Minneapolis, Minnesota 55479 |
| |
Wilmington Trust Company
as Owner Trustee |
| 1100 North Market Street |
| Wilmington, Delaware 19890 |
| |
| Standard & Poor’s, A Division of The McGraw-Hill Companies, Inc. |
| 55 Water Street |
| New York, New York 10041 |
| |
| Moody’s Investor Services |
| 99 Church Street |
| New York, New York 10007 |
| |
| Fitch, Inc. |
| One State Street Plaza |
| New York, New York 10004 |
| |
| Financial Guaranty Insurance Company |
| 125 Park Avenue |
| New York, New York 10017 |
| |
| PricewaterhouseCoopers LLP |
| 301 Commerce Street |
| Fort Worth, Texas 76102 |
