Exhibit 8
August 27, 1996
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 III (the "Notes") due at
least 9 months from the date of issue as described in the
Prospectus Supplement dated August 22, 1996 to the Prospectus dated
August 22, 1996 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, Vice President, Law, of even date herewith, rendered
pursuant to Section 8(c) of the Distribution Agreement dated August
22, 1996, 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 for an amount more than
the principal amount of the Note (or the stated redemption price at
maturity of a Note that is an Original Issue Discount), 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").
Proposed Treasury regulations have been issued that, if finalized in their
current form, would require a United States Holder that purchases a Note at a
premium under a constant yield method. As proposed, the new rules will be
applicable to debt instruments issued on or after 60 days after the regulations
are published in final form. However, a holder may elect to apply the new rules
to all Notes held on or after the first day of the taxable year that contains
the day which is 60 days after the new regulations are published in final form.
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