October 10, 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 Asset Backed
Notes by Chase Manhattan Marine Owner Trust 1997-A
Ladies and Gentlemen:
We have acted as United States federal income 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. 333-32737) as amended (the "Registration
Statement") and the issuance and sale of (i) Class A-1 Asset Backed Notes, (ii)
Class A-2 Asset Backed Notes, (iii) Class A-3 Asset Backed Notes, (iv) Class A-4
Asset Backed Notes, (v) Class A-5 Asset Backed Notes (vi) Class A-6 Asset Backed
Notes, (vii) Class B Asset Backed Notes and (viii) Class C Asset Backed Notes
(collectively, the "Notes"), by Chase Manhattan Marine Owner Trust 1997-A (the
"Trust"), a statutory business trust organized under the Business Trust Act of
the State of Delaware, pursuant to the Indenture, dated as of October 1, 1997
(the "Indenture"), between the Trust and Norwest Bank Minnesota, National
Association, as trustee (the "Indenture Trustee"). The Notes 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.
-2- October 10, 1997
In delivering this opinion, we have reviewed: (i) the
Registration Statement, (ii) the Indenture, (iii) the Amended and Restated Trust
Agreement, dated as of October 1, 1997 (the "Trust Agreement"), among the
Sellers and Wilmington Trust Company, as Owner Trustee, (iv) the Sale and
Servicing Agreement, dated as of October 1, 1997 (the "Sale and Servicing
Agreement"), among the Sellers, CIT Group/Sales Financing, Inc., as Servicer and
the Trust and (v) forms of the Notes. We also have examined such other
documents, papers, statutes and authorities and made such other inquiries 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 sum of the aggregate amount of the Administrative Fees
and the 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 statements set forth in the Registration Statement under the
caption "Certain Federal Income Tax Consequences", insofar as they purport to
constitute summaries of United States federal income tax law and regulations or
legal conclusions with respect thereto, constitute accurate summaries of the
United States federal income tax matters described therein in all material
respects.
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.
-3- October 10, 1997
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