December 11, 1996
Chase Manhattan Bank USA, N.A.
802 Delaware Avenue
Wilmington, Delaware 19801
Re: The Issuance and Sale of $225,000,000 of Class A-1 5.489%
Money Market Asset Backed Notes, $239,000,000 of Class
A-2 5.75% Asset Backed Notes, $324,000,000 of Class A-3
5.95% Asset Backed Notes, $178,000,000 of Class A-4
6.15% Asset Backed Notes and $30,629,000 6.25% of Asset
Backed Certificates by the Chase Manhattan Auto Owner
Trust 1996-C
Ladies and Gentlemen:
We have acted as tax counsel ("Federal Tax Counsel") for Chase
Manhattan Bank USA, N.A., a national banking association organized under the
laws of the United States (the "Seller"), in connection with the issuance and
sale of (i) $225,000,000 of Class A-1 5.489% Money Market Asset Backed Notes,
(ii) $239,000,000 of Class A-2 5.75% Asset Backed Notes, (iii) $324,000,000 of
Class A-3 5.95% Asset Backed Notes, (iv) $178,000,000 of Class A-4 6.15%
Asset Backed Notes (collectively, the "Notes"), and (v) $30,629,000 of 6.25%
Asset Backed Certificates (the "Certificates" and, together with the Notes, the
"Securities") by the Chase Manhattan Auto Owner Trust 1996-C, a statutory
business trust organized under the Business Trust Act of the State of Delaware
(the "Trust"), pursuant to: (a) with respect to the Notes, the Indenture, dated
as of December 1, 1996 (the "Indenture"), between the Trust and Norwest Bank
Minnesota, National Association, as trustee (the "Indenture Trustee"); and (b)
with respect to the Certificates, the Amended and Restated Trust Agreement,
dated as of December 1, 1996 (the "Trust Agreement"), among the Seller,
Chase Auto Funding Corporation, a newly-formed Delaware corporation (the
"General Partner"), and Wilmington Trust Company, as owner trustee (the "Owner
Trustee"). The Securities will be offered for sale to investors pursuant to the
Prospectus dated December 9, 1996 (the "Prospectus") as supplemented by the
Prospectus Supplement dated December 11, 1996 (the "Prospectus Supplement").
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning assigned to such terms in the
Prospectus Supplement.
-2- December 11, 1996
In delivering this opinion, we have reviewed: (i) the Prospectus;
(ii) the Prospectus Supplement; (iii) the Indenture, (iv) the Trust Agreement,
(v) the Sale and Servicing Agreement, dated as of December 1, 1996 (the
"Sale and Servicing Agreement"), between the Seller and the Trust and (vi) forms
of the Securities. We also have examined such other documents, papers, statutes
and authorities as we have deemed necessary to form the basis for the opinions
expressed herein.
In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us. As to certain matters of fact relevant to the opinions
hereinafter expressed, we have relied upon the representations and warranties
set forth in the Indenture, the Trust Agreement and the Sale and Servicing
Agreement.
On the basis of the foregoing and assuming, with your
permission, that (i) the Trust is formed and maintained in accordance with the
discussion set forth in the Prospectus and the Prospectus Supplement and is
operated in compliance with the terms of the Trust Agreement (ii) the terms of
the Indenture, the Trust Agreement and the Sale and Servicing Agreement are not
amended, and (iii) the aggregate amount of the Late Fees received or accrued
each year by the Trust on, or with respect to, the Receivables will be equal
to, or less than, five percent (5%) of the aggregate amount of the Late Fees
and interest or other income accrued or received by the Trust on, or with
respect to, the Receivables each such year, we hereby confirm (a) our opinions
set forth in the Prospectus Supplement under the caption "Certain Federal
Income Tax Consequences" and (b) that, subject to the qualifications set forth
therein, the discussion set forth in the Prospectus Supplement under the
caption "Certain Federal Income Tax Consequences" is an accurate summary of the
United States federal income tax matters described therein.
We express no opinion with respect to the transactions referred
to herein and in the Prospectus or the Prospectus Supplement other than as
expressly set forth herein. Our opinions are not binding on the Internal Revenue
Service ("IRS") and the IRS could disagree with the opinions expressed herein.
Although we believe that the opinions we express herein would be sustained if
challenged, there can be no assurance that this will be the case.
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
-3- December 11, 1996
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal law of the
United States.
This opinion letter is rendered to you in connection with the
above-described transactions. This opinion may not be relied upon by you for any
other purpose or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent. We hereby consent to the use of
this opinion for filing as Exhibits 8.3 and 23.4 to the Registration Statement
on Form S-3 (Registration No. 333-07575).
Very truly yours,
Simpson Thacher & Bartlett