September 17, 1997
Chase Manhattan Bank, USA, National
Association
802 Delaware Avenue
Wilmington, Delaware 19801
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Re: The Issuance and Sale of $852,500,000 of Asset
Backed Notes, $44,895,285.54 of
Asset Backed Certificates by Chase Manhattan
RV Owner Trust 1997-A
Ladies and Gentlemen:
We have acted as tax counsel ("Federal Tax Counsel") for Chase
Manhattan Bank USA, National Association, a national banking association
organized under the laws of the United States, and The Chase Manhattan Bank, a
New York banking corporation (together, the "Sellers"), in connection with the
preparation and filing by the Sellers with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3
(Registration No. 333-32263) as amended (the "Registration Statement") and in
connection with the issuance and sale of (i) $59,500,000 of Class A-1 Asset
Backed Notes, (ii) $119,000,000 of Class A-2 Asset Backed Notes, (iii)
$113,000,000 of Class A-3 Asset Backed Notes, (iv) $73,000,000 of
Class A-4 Asset Backed Notes, (v) $132,000,000 of Class A-5 Asset Backed Notes,
(vi) $88,000,000 of Class A-6 Asset Backed Notes, (vii) $57,000,000 of Class A-7
Asset Backed Notes, (viii) $85,000,000 of Class A-8 Asset Backed Notes, (ix)
$61,000,000 of Class A-9 Asset Backed Notes, (x) $65,000,000 of Class A-10 Asset
Backed Notes (collectively, the "Notes") and (xi) $44,895,285.54 of Asset Backed
Certificates (the "Certificates" and, together with the Notes, the
"Securities"), by Chase Manhattan RV Owner Trust 1997-A, 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
September 1, 1997 (the "Indenture"), between the Trust and Norwest Bank
Minnesota, National Association, as
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trustee (the "Indenture Trustee"); and (b) with respect to the Certificates, the
Trust Agreement, dated as of September 1, 1997 (the "Trust Agreement"), among
the Sellers and the Wilmington Trust Company, as owner trustee (the "Owner
Trustee"). The Securities will be offered for sale to investors pursuant to the
Registration Statement.
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning assigned to such terms in the
Registration Statement.
In delivering this opinion, we have reviewed: (i) the
Registration Statement, (ii) the Indenture, (iii) the Trust Agreement, (iv) the
Sale and Servicing Agreement, dated as of September 1, 1997 (the "Sale and
Servicing Agreement"), among the Sellers, CIT Group/Sales Financing, Inc. and
the Trust and (v) 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 Registration Statement 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 Administrative 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 Administrative 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 Registration Statement under the caption "Certain Federal Income Tax
Consequences" and (b) that, subject to the qualifications set forth therein, the
discussion set forth in the Registration Statement 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 Registration Statement 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.
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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.
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 Exhibit 8.1 to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
Simpson Thacher & Bartlett