Exhibit 8
June 13, 1997
Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, DE 19807
Gentlemen:
Sears Roebuck Acceptance Corp. ("SRAC") may issue up to U.S.
$1,750,000,000 of Medium-Term Notes Series IV (the "Notes") due
at least 9 months from the date of issue as described in the
Prospectus Supplement dated June 11, 1997 to the Prospectus dated
June 11, 1997 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 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 discoun 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/PAD