October 10, 1997
The Chase Manhattan Corporation
Treasury
270 Park Avenue, 28th Floor
New York, New York 10017
Re: CHASE MANHATTAN MARINE OWNER TRUST 1997-A
Ladies and Gentlemen:
For the purpose of the sale of Asset-Backed Notes
issued by the Chase Manhattan Marine Owner Trust 1997-A (the "Trust"),
we have acted as Oklahoma tax counsel for you and the Trust regarding
the anticipated Oklahoma income tax characterization of the Trust.
This letter is pursuant to your request that we advise The
Chase Manhattan Corporation regarding the likely characterization under Oklahoma
income tax law of the Trust. We understand the Trust will purchase Marine notes
and/or chattel paper from Chase Manhattan Bank USA, National Association and The
Chase Manhattan Bank, a New York Banking Corporation.
In furnishing this opinion, we have examined copies of the
following documents:
(i) Amendment to the Registration Statement of
Chase Manhattan Marine Owner Trust 1997-A;
(ii) Registration Statement of Chase Manhattan
Marine Owner Trust 1997-A filed with the
Securities and Exchange Commission on
August 1, 1997;
(iii) Chase Manhattan Marine Owner Trust 1997-A
Amended and Restated Trust Agreement among
Chase Manhattan Bank USA, National
The Chase Manhattan Corporation
October 10, 1997
Page 2
Association and The Chase Manhattan Bank, as
Depositors; and Wilmington Trust Company, as
Owner Trustee;
(iv) the Chase Manhattan Marine Owner Trust
1997-A Indenture;
(v) the Sale and Servicing Agreement among Chase
Manhattan Bank USA, National Association, a
National Banking Association, The Chase
Manhattan Bank, a New York Banking
Corporation, as Sellers; and The CIT
Group/Sales Financing, Inc., a Delaware
Corporation, as Servicer; and Chase
Manhattan Marine Owner Trust 1997-A, as
Issuer;
(vi) the Class A Underwriting Agreement;
(vii) the Class B and Class C Underwriting
Agreement;
(viii) the CITSF Administration Agreement; and
(ix) the Chase Administration Agreement.
I. Assumptions and Opinion
In rendering the opinions expressed herein, we have made the
following assumptions, the accuracy of which we have not verified:
1. The Trust has been properly characterized as a nonpublicly
traded Partnership for federal income tax purposes.
2. Any Notes issued by the Trust have been properly
characterized as debt for federal income tax purposes.
Based upon the foregoing and in reliance thereon, and upon
consideration of applicable Oklahoma income tax laws, and subject to the
qualifications and limitations described below, we are of the following
opinions:
1. The Trust will be characterized as a nonpublicly traded
Partnership for purposes of Oklahoma income tax laws, and the nonpublicly
traded Partnership will not be taxed as an entity, but rather, the profits,
income, losses, and deductions of the Trust will, for income tax purposes, flow
through the Trust to the partner level. 68 Okla. Stat. ss. 2353(3) (1996 Supp.);
Oklahoma Tax Commission Rule ss. 710:50-3-35.
2. The Notes will be characterized as debt for Oklahoma
income tax purposes. 68 Okla. Stat. ss. 2353(3) (1996 Supp.); Oklahoma Tax
Commission Rule ss. 710:50-3-35. Noteholders not otherwise subject to taxation
in Oklahoma should not become subject to taxation in Oklahoma because
The Chase Manhattan Corporation
October 10, 1997
Page 3
of the holder's ownership of Notes. However, a Noteholder already subject to
Oklahoma's income tax could be required to pay additional Oklahoma income tax as
a result of the holder's ownership or disposition of Notes.
II. Additional Discussion
For the purpose of this additional discussion, we have made
the following assumptions, the accuracy of which we have not verified:
1. The Trust is organized as a business trust under the laws
of Delaware. The activities of the Trust occurring within the State of Oklahoma
consist solely of the maintenance of the original notes and/or chattel paper and
of the related contract files and documents with a custodian within the State of
Oklahoma and of the activities described in Paragraph 4 below.
2. Less than ten percent (10%) of the notes and/or chattel
paper acquired by the Trust will originate in Oklahoma.
3. The Trust will acquire the notes and/or chattel paper in a
series of transactions occurring outside of Oklahoma.
4. The only activities which the Servicer, as Servicer of the
Trust, will conduct in Oklahoma is the servicing of the loans evidenced by the
notes and chattel paper including without limitation: (i) the maintenance of
custody of the notes and/or chattel paper; (ii) the maintenance of the
administrative records concerning payments and outstanding balances on the notes
and/or chattel paper; (iii) the receipt of the payments on the notes and/or
chattel paper; (iv) the deposit of the payments received on the notes and/or
chattel paper in an Oklahoma financial institution for purposes of collection;
(v) the collection activities relating to the notes and/or chattel paper; and
(vi) the repossession and sale of the collateral therefor.
As a nonpublicly traded Partnership for Oklahoma and federal
income tax purposes, the Oklahoma distributive share of the partnership income,
gains, losses or deductions of the partnership to be reported by the partners
shall be the same portion of that reported for federal income tax purposes, as
the Oklahoma income, gain, losses or deductions determined under ss.ss. 2358 and
2362 of Title 68 of the Oklahoma Statutes for said partnership, bears to the
federal income, gains, losses or deductions. 68 Okla. Stat. ss. 2363 (1991). The
Oklahoma taxable income of a nonresident includes the distributive share of the
Oklahoma part of partnership income, gains, losses or deductions. 68 Okla. Stat.
ss. 2362(4) (1996 Supp.). However, income from intangible personal property of a
nonresident of Oklahoma is generally excluded from Oklahoma taxable income
except to the extent that such income is from property employed in an Oklahoma
trade or business or from property that has acquired a nonunitary business or
commercial situs in Oklahoma. 68 Okla. Stat. ss.ss. 2358(A)(4)(b), 2362(6) (1996
Supp.). We believe it is unlikely that the Oklahoma Tax Commission would attempt
to classify the income of the Trust as Oklahoma source income or as arising from
an Oklahoma trade or business. Accordingly, a nonresident of Oklahoma should not
incur Oklahoma taxable income solely as a result of an
The Chase Manhattan Corporation
October 10, 1997
Page 4
ownership interest in the Trust. However, we are not aware of any authority or
pronouncement of the Oklahoma Tax Commission or the Oklahoma courts addressing
this issue on comparable facts and no absolute assurance can be given in this
regard.
III. Qualifications and Limitations
In preparing this letter, we have reviewed Oklahoma Statutes,
Oklahoma court decisions and Oklahoma administrative rules and decisions,
generally available to the public as of the date of this letter. We have no
obligation to update or supplement this opinion to reflect any facts or
circumstances that may hereafter come to our attention or any changes in the law
that may hereafter occur which place a different interpretation on the law other
than that which has been applied herein, including interpretations of the law
whether by way of Oklahoma statutory enactments or amendments, judicial
decisions or administrative actions.
This opinion has been rendered solely for the benefit of The
Chase Manhattan Corporation and the Trust for use in the Trust's offering of the
Asset-Backed Notes and may not be used, circulated, quoted, relied upon or
otherwise referred to for any other purpose without our prior written consent;
provided, however, that this opinion may be delivered to your regulators,
accountants, attorneys and other professional advisers and may be used in
connection with any legal or regulatory proceeding relating to the subject
matter of this opinion and the disclosure statement entitled "Certain State Tax
Consequences" included in the October 10, 1997, draft of the Amendment to the
Registration Statement may be included in the Prospectus related to the
offering. The undersigned shall not be responsible, liable or obligated to any
third party who may obtain access to this letter.
Very truly yours,
CROWE & DUNLEVY
A Professional Corporation
By: /s/James H. Holloman, Jr.
-------------------------------
James H. Holloman, Jr.
[LETTERHEAD OF CROWE & DUNLEVY]
October 10, 1997
The Chase Manhattan Corporation
Treasury
270 Park Avenue, 28th Floor
New York, New York 10017
Re: CHASE MANHATTAN MARINE OWNER TRUST 1997-A
Ladies and Gentlemen:
We hereby confirm that the statements set forth in the Amendment to the
Registration Statement under the heading "Certain State Tax Consequences"
accurately describe the material Oklahoma income tax consequences to holders of
the securities, as limited by the discussion in our opinion letter dated October
10, 1997.
We hereby consent to the use of our opinion letter dated October 10, 1997,
as an exhibit to the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the General Rules and Regulations of
the Commission thereunder.
Very truly yours,
CROWE & DUNLEVY,
A Professional Corporation
By: /s/James H. Holloman, Jr.
James H. Holloman, Jr.