BAKER & MCKENZIE
June 16, 1995
Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, DE 19807
Gentlemen:
Sears Roebuck Acceptance Corp. ("SRAC") may issue up to U.S.
$2,000,000,000 of Medium-Term Notes Series I (the "Notes") due at least
9 months from the date of issue as described in the Prospectus
Supplement dated June 16, 1995 to the Prospectus dated May 23, 1995
relating to the initial offering and sale of the Notes (the
"Prospectus").
This opinion is rendered to you in support of an opinion of Robert
J. Pence, Senior Counsel, of even date herewith, rendered pursuant to
Section 8(c) of the Distribution Agreement dated June 16, 1995, among
SRAC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Brothers
Inc. (the "Distribution Agreement").
As special tax counsel to SRAC, we have examined such records and
documents of SRAC as we deemed necessary and relevant for purposes of
rendering our opinion as to the principal United States federal income
and estate tax consequences to persons holding Notes, including (i) the
Prospectus, (ii) the Prospectus Supplement, (iii) the Indenture dated as
of May 15, 1995 between The Chase Manhattan Bank, N.A., and SRAC, (iv)
the form of Notes to be issued under the Indenture, and (v) the
Distribution Agreement. Unless otherwise defined herein, all capitalized
terms shall have the meanings assigned to them in the Prospectus and the
Prospectus Supplement.
We have been advised and for purposes of our opinion assume that
SRAC will characterize all Notes issued under the Indenture as
indebtedness of SRAC for all United States federal income tax purposes.
This opinion does not address:
(1) Special tax situations, such as dealers in securities or
currencies, Holders whose functional currency is not the United States
dollar, or persons holding Notes as a hedge against currency risk or as
part of a larger integrated financial transaction;
(2) Notes issued under the Indenture with a term of 12 months or
less at issue prices of less than their stated redemption price at
maturity, giving rise to original issue discount for federal income tax
purposes;
(3) Notes issued under the Indenture providing for payments of
principal in amounts to be determined by reference to an index;
(4) Notes with original issue discount which are denominated in
more than one currency; and
(5) Notes with original issue discount with a term of more than
five years from the date of issue and having a fixed yield to maturity
that equals or exceeds the sum of the applicable federal rate for the
calendar month in which the obligation is issued plus five percentage
points, including Notes with maturities of more than five years that
could have yields in excess of the applicable federal rate plus five
percentage points because they provide for contingent or variable
payments or because they are subject to redemption before maturity.
On the basis of the foregoing, we are of the opinion that under
present United States federal income and estate tax laws the principal
United States federal income and estate tax consequences to persons
holding Notes are as follows:
In the opinion of Baker & McKenzie, all Notes issued under the
Indenture will be properly characterized as indebtedness of SRAC, and
SRAC will so characterize all such Notes for all United States federal
income tax purposes. This characterization by SRAC will be binding on
every Holder of a Note, unless the Holder discloses its inconsistent
characterization on such Holder's federal income tax return. The
Internal Revenue Service will not be bound by the characterization of
the Notes by SRAC and the Holders.
United States Holders
As used herein, "United States Holder" means a Holder of a Note
who is, or which is, a United States Person. A "United States Person"
is (i) a citizen or resident of the United States of America (including
the States and the District of Columbia), its territories, possessions
and other areas subject to its jurisdiction, including the Commonwealth
of Puerto Rico (the "United States"), (ii) a corporation or partnership
created or organized in the United States or under the laws of the
United States or of any State and (iii) an estate or trust the income of
which is subject to United States federal income taxation regardless of
its source.
Payments of Interest and Original Issue Discount. Stated interest
on a Note (whether in a foreign currency or U.S. dollars) will be
taxable to a United States Holder as ordinary interest income at the
time it accrues or is paid in accordance with the United States Holder's
method of accounting for tax purposes, subject to the discussion in the
succeeding paragraphs.
If Notes are issued at a discount from their stated redemption
price at maturity equal to or more than one-fourth of one percent of the
stated redemption price at maturity multiplied by the number of full
years to maturity, such Notes will be original issue discount
obligations ("Original Issue Discount Notes"). The
difference between the issue price and the stated redemption price at
maturity of each such Original Issue Discount Note will constitute
original issue discount ("Original Issue Discount"). The stated
redemption price at maturity will include all payments other than
interest based on a fixed rate or, unless otherwise stated in a Pricing
Supplement, a floating rate, payable unconditionally at intervals of one
year or less during the entire term of the Original Issue Discount Notes
("Stated Interest").
Each initial Holder of an Original Issue Discount Note will be
required to include in gross income, in each taxable year during which
the Original Issue Discount Note is held, a portion of the Original
Issue Discount calculated on a yield to maturity basis in addition to
Stated Interest, if any, paid on such Note, regardless of the United
States Holder's method of accounting for tax purposes. A United States
Holder should be aware that, because of the above original issue
discount rules, such Holder will be required to include increasingly
greater amounts of Original Issue Discount in gross income in each
successive accrual period in advance of the receipt of the cash
attributable to such Original Issue Discount income.
A United States Holder of an Original Issue Discount Note must
include in gross income the sum of the daily portions of Original Issue
Discount with respect to an Original Issue Discount Note for each day
during the taxable year such Holder holds such Note. The daily portion
is determined by allocating to each day of the accrual period a ratable
portion of an amount equal to the excess of (i) the Adjusted Issue Price
(as defined below) of the Original Issue Discount Note at the beginning
of the accrual period multiplied by the yield to maturity of such Note
(determined by compounding at the close of each accrual period and
adjusted for the length of the accrual period) over (ii) the amount
payable as Stated Interest, if any, on such Note during such accrual
period. United States Holders may accrue Original Issue Discount using
accrual periods of any length, and such accrual periods may vary in
length over the term of the Original Issue Discount Note, provided that
each accrual period must be no longer than one year and each scheduled
payment of principal or interest must occur either on the final day of
an accrual period or on the first day of an accrual period.
The Adjusted Issue Price of an Original Issue Discount Note at the
start of any accrual period is the issue price of the Original Issue
Discount Note increased by the amount of Original Issue Discount accrued
during all prior accrual periods. A United States Holder of an Original
Issue Discount Note must include in income accrued Original Issue
Discount regardless of whether such Holder uses a cash receipts and
disbursements method of tax accounting or an accrual basis of tax
accounting.
The United States tax treatment of any Indexed Notes will be
described in the applicable Pricing Supplement.
The face of each Original Issue Discount Note will set forth the
issue date, issue price, yield to maturity, amount of Original Issue
Discount, and any other information required by Treasury regulations.
SRAC will furnish to the Internal Revenue Service the amount of Original
Issue Discount, the issue date and any additional information required
by Treasury regulations. Holders, including subsequent Holders, will be
required to determine for themselves the reportable amount of Original
Issue Discount income for a year.
For a Holder who uses a cash receipts and disbursements basis of
tax accounting, if a receipt of payment of stated interest is
denominated in a foreign currency, the amount of interest income will be
the U.S. dollar value of the foreign currency payment amount translated
at the spot rate on the payment date, regardless of whether the payment
is in fact converted to U.S. dollars. For a Holder who uses an accrual
basis of tax accounting, if an accrual of interest is denominated in a
foreign currency, the amount of interest income will be the U.S. dollar
value of the amount of interest accrued in foreign currency translated
at the appropriate accrual translation rate. The "appropriate accrual
translation rate" is the average spot rate in effect during such accrual
period or, at the Holder's election, the spot rate on the last day of
such accrual period (or on the day of receipt of such interest if such
day is within five days of the end of the applicable accrual period).
If the latter translation convention is elected, such convention will
apply with respect to all other debt instruments held by the Holder
during or after the taxable year for which the election is made. Upon
receipt of the interest payment in foreign currency or upon disposition
of the Note, a Holder will recognize currency gain or loss with respect
to the accrued interest equal to the difference between the Holder's
accrued foreign currency interest income translated at the appropriate
accrual translation rate and the U.S. dollar value of the foreign
currency payment translated at the spot rate on the payment date,
regardless of whether the payment is in fact converted to U.S. dollars.
In the case of Original Issue Discount Notes, Treasury regulations
provide similar rules for both cash basis and accrual basis United
States Holders for calculating currency gain or loss with respect to
accrued Original Issue Discount. Original Issue Discount will accrue in
the currency in which the Note is denominated and will be translated
into U.S. dollars at the appropriate accrual translation rate. Upon
receipt of the accrued Original Issue Discount or the disposition of the
Note, such a Holder will recognize currency gain or loss with respect to
the accrued Original Issue Discount equal to the difference between the
Holder's accrued Original Issue Discount income translated at the
appropriate accrual translation rate and the U.S. dollar value of the
foreign currency payment translated at the spot rate on the payment date
or the date of disposition.
Currency gain or loss recognized by a Holder upon receipt of a
foreign currency payment will be treated as ordinary income or loss. In
accordance with current Treasury regulations, currency gain or loss will
not be treated as interest income or expense.
If a United States Holder acquires a Note (including an Original
Issue Discount Note) other than upon original issue for an amount less
than the principal amount or, in the case of an Original Issue Discount
Note, less than the Revised Issue Price (defined as the sum of the issue
price of the Note and the aggregate amount of Original Issue Discount
includible in gross income for all periods prior to the acquisition
without regard to acquisition premium) of such Original Issue Discount
Note on the date of acquisition, the Note may be considered to be a
"market discount bond". As a result, a portion of the gain on the sale
or redemption of the Note (see "United States Tax Considerations-United
States Holders--Purchase, Sale and Redemption of Notes") equal to the
amount of market discount accrued with respect to the Note while it was
held by the United States Holder will be treated as interest income. In
addition, interest on indebtedness incurred or continued to purchase or
carry a Note that is a market discount bond, to the extent that it
exceeds in any year the interest (including Original Issue Discount) on
the Note includible in the United States Holder's income for that year,
may not be fully deductible in that year. The foregoing market discount
rules will not apply if the United States Holder elects to include in
income in each taxable year the portion of the market discount
attributable to that year (accrued on either a straight line or constant
interest rate basis) with respect to all market discount bonds acquired
during or after the taxable year in which such election is made. In the
case of a Note denominated in a foreign currency, the amount of market
discount will be determined in units of foreign currency in which the
Note is denominated. Unless the Holder elects to include in income in
each taxable year such market discount, the resultant market discount is
required to be translated at the spot rate on the date of sale or
redemption of the Note. No part of such market discount is treated as
currency gain or loss. If the Holder elects to include in income in each
taxable year such market discount, the accrued market discount currently
includible in income will be translated at the average spot rate for the
accrual period. Currency gain or loss with respect to accrued market
discount currently includible in income will be determined in a manner
similar to that for accrued Original Issue Discount as discussed above.
If a United States Holder acquires a Note other than upon original
issue for an amount more than the redemption price, a Holder may elect
to amortize such bond premium on a yield to maturity basis. In the case
of a Note denominated in a foreign currency, the amount of bond premium
will be determined in units of the foreign currency in which the Note is
denominated. If a Holder elects to amortize such bond premium, the
amount of accrued bond premium in units of foreign currency in each
taxable year will reduce interest income in units of foreign currency
for such taxable year. Currency gain or loss will be taken into account
with respect to accrued bond premium in each taxable year by treating
the portion of premium amortized with respect to any period as a return
of principal (see "United States Tax Considerations--United States
Holders--Purchase, Sale and Redemption of Notes").
If a United States Holder acquires an Original Issue Discount Note
other than upon original issue for an amount more than the Revised Issue
Price of such Note on the date of acquisition, but less than the
redemption price of such Note, such a Holder will be required to reduce
each daily portion of accrued Original Issue Discount by an allocable
portion of such acquisition premium. The allocable portion of such
acquisition premium will be equal to the daily portion of accrued
Original Issue Discount multiplied by a fraction (i) the numerator of
which is the excess of the cost of the Original Issue Discount Note
incurred by such Holder over the
Revised Issue Price of such Note on the date of acquisition and (ii) the
denominator of which is the excess of the stated redemption price of the
Original Issue Discount Note at maturity over the Revised Issue Price of
such Note on the date of acquisition. In the case of an Original Issue
Discount Note denominated in a foreign currency, the amount of
acquisition premium will be determined in units of foreign currency in
which the Note is denominated. The amount of the allocable portion of
acquisition premium in units of foreign currency in each taxable year
will reduce accrued Original Issue Discount in units of foreign currency
for such taxable year. Currency gain or loss will be taken into account
with respect to accrued acquisition premium in each taxable year by
treating the portion of acquisition premium amortized with respect to
any period as a return of principal (see "United States Tax
Considerations--United States Holders--Purchase, Sale and Redemption of
Notes").
A Holder may elect to include in gross income its entire return on
a Note (i.e., the excess of all remaining payments to be received on the
Note over the amount paid for such Note by the Holder) based on the
compounding of interest at a constant rate. This election for a Note
with amortizable bond premium or market discount results in a deemed
election to apply the same accrual principles to all of the Holder's
debt instruments with amortizable bond premium or market discount. This
election may be revoked only with the consent of the IRS.
Purchase, Sale and Redemption of Notes. A United States Holder's
tax basis in a Note will be its U.S. dollar cost. Such Holder's
original tax basis in a Note will be increased by (i) the net amount of
accrued Original Issue Discount included in income and (ii) the amount
of accrued market discount included in income. Such Holder's tax basis
in a Note will be decreased by (i) the amount of accrued bond premium
and (ii) payments other than Stated Interest received by the Holder with
respect to a Note. Although the issue has not yet been directly
addressed by Treasury regulations, in the case of a Note denominated in
a foreign currency, such Holder's original tax basis likely will be
increased by (i) the net amount of accrued Original Issue Discount
income in units of foreign currency translated at the appropriate
accrual translation rate in effect during such accrual period and (ii)
the amount of accrued market discount included in income in units of
foreign currency translated at the average spot rate in effect during
such accrual period. Such Holder's tax basis likely will be decreased
by (i) payments treated as receipts of accrued bond premium in units of
foreign currency translated at the spot rate on the date of acquisition;
(ii) payments treated as receipts of accrued Original Issue Discount
translated at the appropriate accrual translation rates, or accrued
market discount translated at the average spot rate, for the relevant
accrual period; and (iii) payments treated as receipts of principal
translated at the spot rate on the date of acquisition. In accordance
with current Treasury regulations, payments in units of foreign currency
received on a Note by such a Holder will be treated first as a receipt
of Stated Interest, second as a receipt of Original Issue Discount to
the extent accrued, and finally as a receipt of principal.
Subject to the discussion below and the discussion of Notes which
are market discount bonds (see "United States Tax Considerations--United
States Holders--Payments of Interest and Original Issue Discount"), upon
the sale or redemption of a Note, a United States Holder will recognize
capital gain or loss equal to the difference between the amount realized
on the sale or redemption of the Note and the tax basis of the Note.
The amount realized on a sale or redemption of a Note denominated in a
foreign currency will be equal to the sale proceeds or redemption price
in units of foreign currency translated at the spot rate on the date of
sale or redemption. Except to the extent described in the next
paragraph or described in "United States Tax Considerations--United
States Holders--Payments of Interest and Original Issue Discount", gain
or loss will be long-term capital gain or loss if at the time of the
sale or redemption the Note has been held for more than one year.
Except to the extent described in the discussion of market
discount bonds (see "United States Tax Considerations--United States
Holders--Payments of Interest and Original Issue Discount"), the portion
of the gain or loss recognized by a United States Holder on the sale or
redemption of a Note that is attributable to changes in exchange rates
will be treated as ordinary income or loss. If a United States Holder
acquires a Note denominated in a foreign currency on or after the date
of original issue, such Holder's currency gain or loss with respect to
principal will be calculated by multiplying the principal amount in
units of foreign currency by the change in spot rates between the date
such Holder acquired the Note and the date it was sold or redeemed. For
purposes of computing currency gain or loss, the principal amount of a
Note will be a Holder's purchase price for the Note in units of foreign
currency. The sum of any currency gain or loss with respect to the
principal of and accrued but unpaid interest (including accrued but
unpaid Original Issue Discount, if any) on a Note will be realized only
to the extent of the total gain or loss realized on the sale or
redemption.
Exchange of Foreign Currency. Foreign currency received as
interest on a Note or on the sale or redemption of a Note will have a
tax basis equal to its U.S. dollar value (translated at the spot rate)
at the time such interest is received or at the time of sale or
redemption of the Note. Foreign currency purchased will generally have
a tax basis equal to the U.S. dollar cost of acquisition. Any gain or
loss recognized on a sale or other disposition of the foreign currency
(including its use to purchase Notes or its exchange for U.S. dollars)
will be ordinary income or loss.
Foreign Holders
U.S. Withholding Tax. Under United States federal income tax laws
now in effect, and subject to the discussion of backup withholding which
follows, payments by SRAC or any paying agent thereof (in its capacity
as such) of principal of and interest (including payments of Original
Issue Discount, if any) on (and premium, if any, on) a Note to a Holder
who is not a United States Person will not be subject to United States
federal withholding tax, provided in the case of interest (including
payments of Original Issue Discount, if any) that (i) such Holder does
not actually or constructively own 10 percent or more of the total
combined voting power of all classes of stock of SRAC entitled to vote;
(ii) such Holder is not a controlled foreign corporation for United
States tax purposes with respect to which SRAC is a "related person" as
defined in the Code; and (iii) (A) the beneficial owner of the Note
provides a signed written statement to SRAC or its agent, under
penalties of perjury, that certifies that it is not a United States
Person and provides its name and address, (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution") and holds the Note on behalf of the beneficial owner
provides an intermediary certificate to SRAC or its agent under
penalties of perjury that such a statement has been received from the
beneficial owner by it or by a Financial Institution between it and the
beneficial owner and furnishes the payor with a copy thereof, or (C) a
securities clearing organization that is the last intermediary in the
chain before SRAC or its agent (a "qualified clearing organization")
electronically provides an intermediary certificate to SRAC or its agent
under penalties of perjury that such a statement has been received from
the beneficial owner by it or by an intermediary that is a member of the
qualified clearing organization and agrees to furnish (or to cause the
relevant member intermediary to furnish) promptly upon the request of
SRAC or the Internal Revenue Service such statement. A statement
described in this paragraph is effective only with respect to interest
payments made to the certifying Holder after the issuance of the
statement in the calendar year of its issuance and the two immediately
succeeding calendar years.
U.S. Income Tax. Except for the possible imposition of United
States withholding tax (see "United States Tax Considerations-Foreign
Holders--U.S. Withholding Tax") and backup withholding tax (see "United
States Tax Considerations--Backup Withholding"), payments of principal
of and interest (including accrued Original Issue Discount, if any) on
(and premium, if any, on) a Note to a Holder who is not a United States
Person will not be subject to United States federal income tax, and
gains from the sale, redemption or other disposition of a Note will not
be subject to United States federal income tax, provided that:
(a) The Holder (or the fiduciary, settlor, or beneficiary of, or a
person holding a power over, such Holder, if such Holder is an estate or
trust; or a partner of such Holder, if such Holder is a partnership)
shall not be or have been engaged in a trade or business, or be or have
been present in, or have or have had a permanent establishment in the
United States;
(b) There shall not have been a present or former connection
between such Holder (or between the fiduciary, settlor, or beneficiary
of, or a person holding a power over, such Holder, if such Holder is an
estate or trust; or a partner of such Holder, if such Holder is a
partnership) and the United States, including, without limitation, such
Holder's status as a citizen or former citizen thereof or resident or
former resident thereof; and
(c) The Holder (or the fiduciary, settlor, or beneficiary of, or
a person holding a power over, such Holder, if such Holder is an estate
or trust; or a partner of such Holder, if such Holder is a partnership)
is not and has not been, for United States tax purposes, (i) a personal
holding company, (ii) a corporation that accumulates earnings to avoid
United States federal income tax, or (iii) a person treated as making an
election the effect of which is to make payments of principal of and
interest (including accrued Original Issue Discount, if any) on (and
premium, if any, on) Notes subject to United States federal income tax.
If a Holder who is not a United States Person is engaged in a
trade or business in the United States and interest (including accrued
Original Issue Discount, if any), gain or income in respect of a Note of
such Holder is effectively connected with the conduct of such trade or
business, the Holder, although exempt from the withholding tax discussed
in the preceding paragraphs, may be subject to United States income tax
on such interest (including accrued Original Issue Discount, if any),
gain or income at the statutory rates provided for United States Persons
after deduction of deductible expenses allocable to such effectively
connected interest, gain or income. In addition, if such a Holder is a
foreign corporation, it may be subject to a branch profits tax equal to
30% of its effectively connected earnings and profits for the taxable
year, as adjusted for certain items, unless a lower rate applies under a
United States income tax treaty with the Holder's country of residence.
For this purpose, interest (including accrued Original Issue Discount,
if any), gain or income in respect of a Note will be included in
earnings and profits subject to the branch tax if the interest
(including accrued Original Issue Discount, if any), gain or income is
effectively connected with the conduct of the United States trade or
business of the Holder.
U.S. Estate Tax. A Note held by an individual who at the time of
death is not a citizen or resident of the United States will generally
not be subject to United States federal estate tax if the individual
does not actually or constructively own 10% or more of the total
combined voting power of all classes of stock of SRAC and interest
(including accrued Original Issue Discount, if any) on the Note is not
effectively connected with a United States trade or business of the
individual.
Backup Withholding
A 31% "backup" withholding tax and information reporting
requirements apply to certain payments of principal of and interest
(including payments of Original Issue Discount, if any) on (and premium,
if any, on) an obligation, and to proceeds of the sale of an obligation
before maturity, to certain noncorporate United States Holders, if such
Holders fail to provide correct taxpayer identification numbers and
other information or fail to comply with certain other requirements.
SRAC, its paying agent, or a broker, as the case may be, will be
required to withhold from any payment that is subject to backup
withholding, a tax equal to 31% of such payment unless the Holder
furnishes its taxpayer identification number in the manner prescribed in
applicable Treasury regulations and certain other conditions are met.
In the case of payments of principal of and interest (including
payments of Original Issue Discount, if any) on (and premium, if any,
on) Notes by SRAC or paying agents of SRAC to Holders who are not United
States Persons, temporary Treasury regulations provide that backup
withholding and information reporting will not apply if the Holder has
provided the required certification of its non-United States status
under penalties of perjury or has otherwise established an exemption
(provided that neither SRAC nor its paying agent has actual knowledge
that the Holder is a United States Person or the conditions of any other
exemption are not in fact satisfied). In addition, if payment is
collected by a foreign office of a custodian, nominee or other agent
acting on behalf of an owner of a Note, such custodian, nominee or other
agent will not be required to apply backup withholding to its payments
to such owner. However, in such case if the custodian, nominee or other
agent is a United States Person, a controlled foreign corporation for
United States federal income tax purposes, or a foreign person 50% or
more of whose gross income is from a United States trade or business for
a specified three-year period, such custodian, nominee or other agent
will be subject to certain information reporting requirements with
respect to such payment unless such custodian, nominee or other agent
has evidence in its records that the Holder is not a United States
Person and no actual knowledge that such evidence is false or the Holder
otherwise establishes an exemption or is an exempt recipient. An exempt
recipient includes a bank, corporation or Financial Institution.
Under current regulations, payments of the proceeds of the sale of
a Note by a Holder who is not a United States Person to or through a
foreign office of a broker will not be subject to backup withholding.
Payments by foreign offices of a broker that is a United States Person,
a controlled foreign corporation for United States federal income tax
purposes or a foreign person 50% or more of whose gross income is from a
United States trade or business for a specified three-year period are
currently subject to certain information reporting requirements, unless
the payee is an exempt recipient or the broker has evidence in its
records that the payee is not a United States Person and no actual
knowledge that such evidence is false. Payments of the proceeds of a
sale to or through the United States office of a broker will be subject
to information reporting and backup withholding unless the payee
certifies under penalty of perjury that he is not a United States Person
and provides his name and address or the payee otherwise establishes an
exemption.
Any amounts withheld under the backup withholding rules from a
payment to a Holder will be allowed as a refund or a credit against such
Holder's United States federal income tax, provided that the required
information is furnished to the United States Internal Revenue Service.
The foregoing is based on the Internal Revenue Code of 1986, as
amended, regulations, rulings, administrative pronouncements and
judicial decisions as of the date hereof. Subsequent developments in
these areas could have a material effect on this opinion.
We hereby confirm that, as of the date hereof, the statements as
to United States law in the Prospectus Supplement contained under the
caption "United States Tax Considerations" are correct. We hereby
consent to the use of our opinion as set forth in the Prospectus
Supplement and the reference to our firm in said Supplement.
The Chase Manhattan Bank, N.A., as Trustee, may rely on this
opinion as if it were addressed to them.
Very truly yours,
/S/Baker & McKenzie
BAKER & MCKENZIE
RHD/LGH/JOD