EXHIBIT 8.1
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601 Lexington Avenue New York, NY 10022 United States
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March 11, 2022
Carvana Receivables Depositor LLC
1930 W. Rio Salado Parkway
Tempe, AZ 85281
| Re: | Carvana Receivables Depositor LLC |
Registration Statement on Form SF-3 (No. 333- )
We have acted as special counsel to Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor” or the “Registrant”), in connection with the above-referenced Registration Statement (together with the exhibits and any amendments thereto and the form of prospectus described therein, the “Registration Statement”), filed by the Registrant with the Securities and Exchange Commission in connection with the registration by the Depositor of Asset Backed Notes (the “Notes”). The principal collateral for each series of Notes will be a pool of fixed rate retail installment contracts used to finance the purchase of cars and light trucks (the “Receivables”) or a Grantor Trust Certificate (as defined below) issued pursuant to a Grantor Trust Agreement, among the related Issuing Entity and related Grantor Trust, representing a 100% of the equity interest in such Grantor Trust, whose primary assets in turn will be the Receivables.
The Registration Statement contains a prospectus (the “Prospectus”) pertaining to offerings by the Depositor of Notes issued by the Issuing Entities (as defined below). This opinion relates only to the Prospectus and the exhibits contained in the Registration Statement. Terms used herein without definition have the meanings given to such terms in the Registration Statement.
As described in the Prospectus, the Notes issued pursuant to the related prospectus will be issued in series. Each series of Notes will be issued by a Delaware statutory trust (each, an “Issuing Entity”) to be formed by the Depositor pursuant to a Trust Agreement (each, a “Trust Agreement”) between the Depositor and an Owner Trustee to be specified in the related prospectus. Each series of Notes issued by an Issuing Entity may include one or more classes of Notes. The Notes of any Issuing Entity will be issued pursuant to an Indenture (each, an “Indenture”) among such Issuing Entity, the related Grantor Trust, to the extent applicable, and an Indenture Trustee to be specified in the related Prospectus. The Asset-Backed Certificates of any Issuing Entity will be issued pursuant to a Trust Agreement.
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March 11, 2022
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We are generally familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Notes, and in order to express the opinion hereinafter stated, we have examined copies of the Registration Statement and, in each case as filed as an exhibit to or incorporated by reference in the Registration Statement, (i) the form of Indenture, (ii) the form of Trust Agreement (including the form of certificate of trust to be filed pursuant to the Delaware Statutory Trust Act included as an exhibit thereto (the “Trust Certificate”)), (iii) the form of Grantor Trust Agreement (including the form of grantor trust certificate included as an exhibit thereto (the “Grantor Trust Certificate”)), (iv) the form of Receivables Purchase Agreement, (v) the form of Receivables Transfer Agreement, (vi) the form of Receivables Contribution Agreement, (vii) the form of Servicing Agreement, (viii) the form of Collateral Custodian Agreement, (ix) the form of Administration Agreement and (x) the form of Asset Representations Review Agreement (collectively, the documents described in the foregoing clauses (i) through (x) are referred to herein as the “Operative Documents”). We have examined such other documents and such matters of law and we have satisfied ourselves as to such matters of fact, as we have considered relevant for purposes of this opinion.
The opinion set forth in this letter is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, 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. Moreover, the statutory provisions, regulations, interpretations and other authorities upon which our opinion is based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion will not be taken by the IRS. Our opinion is in no way binding on the IRS or any court, and it is possible that the IRS or a court could, when presented with these facts, reach a different conclusion. In rendering such opinion, we have assumed that the Issuing Entity formed pursuant to the relevant Trust Agreement will be operated in accordance with the terms of the Operative Documents.
Based on the foregoing and assuming that the Operative Documents with respect to each series of Notes are duly authorized, 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 discussions presented in the Prospectus under the captions “Prospectus Summary—Tax Considerations” and “Certain Material Federal Income Tax Consequences” expressly state our opinion, or state that our opinion has been or will be provided as to any series of Notes, we hereby confirm and adopt such opinions herein. We also note that the Prospectus and the Operative Documents do not relate to a specific transaction. Accordingly, the above-referenced description of U.S. federal income tax consequences may require modification in the context of an actual transaction. There can be no assurance, however, that the conclusions of U.S. federal tax law presented therein will not be successfully challenged by the IRS or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.
March 11, 2022
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Except for the opinions expressed above, we express no opinion as to any other tax consequences of the transaction to any party under federal, state, local or foreign laws. In addition, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America to the extent specifically referred to herein. This letter is limited to the specific issues addressed herein and the opinions rendered above are limited in all respects to laws and facts existing on the date hereof. By rendering these opinions, we do not undertake to advise you with respect to any other matter or of any change in such laws or facts or in the interpretations of such laws which may occur after the date hereof or as to any future action that may become necessary to maintain the character of any offered Notes as described in the Registration Statement or to maintain the relevant Issuing Entity as an entity that will not be taxable as an association or publicly traded partnership, in either case, taxable as a corporation for U.S. federal income tax purposes.
We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm in the Prospectus included in the Registration Statement under the captions “Prospectus Summary—Tax Considerations”, “Certain Material Federal Income Tax Consequences” and “Legal Opinions.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS LLP