Exhibit 8.1
June 21, 2001
Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Re: Federal Income Tax Consequences
We are issuing this opinion letter in our capacity as special counsel to
Capital Auto Receivables, Inc. (the "Seller") and General Motors Acceptance
Corporation ("GMAC") in connection with:
(1) the issuance of $680,000,000 aggregate principal amount of Class A-2 Asset
Backed Notes (the "Class A-2 Notes"), $385,000,000 aggregate principal
amount of Class A-3 Asset Backed Notes (the "Class A-3 Notes"),
$150,643,000 aggregate principal amount of Class A-4 Asset Backed Notes
(the "Class A-4 Notes" and together with the Class A-2 Notes and the Class
A-3 Notes, the "Offered Notes") by Capital Auto Receivables Asset Trust
2001-2 (the "Trust"), pursuant to an Indenture (the "Indenture"), between
the Trust and Bank One, National Association as Indenture Trustee (the
"Indenture Trustee"); and
(2) the issuance of $64,566,572.92 aggregate principal amount of Asset Backed
Certificates (the "Certificates") by the Trust, pursuant to a Trust
Agreement (the "Trust Agreement"), between the Seller and Bankers Trust
(Delaware) as Owner Trustee (the "Owner Trustee"); and
(3) the issuance of $447,000,000 aggregate principal amount of Class A-1 Asset
Backed Notes (the "Class A-1 Notes") and the Variable Pay Asset Backed
Revolving Note, Class 1 (the "Variable Pay Revolving Note") in an initial
aggregate principal amount of $425,000,000, pursuant to the Indenture.
The Offered Notes, the Class A-1 Notes and the Variable Pay Revolving Note are
sometimes referred to collectively herein as the "Notes." The Trust intends to
issue the Notes and the Certificates on or about June 26, 2001 (the "Issuance
Date"). The Trust may issue additional Variable Pay Asset Backed Revolving Notes
after the Issuance Date. In arriving at the opinions expressed below, among
other things, we have examined and relied, to the extent we deem proper, on the
following documents:
Capital Auto Receivables, Inc.
June 21, 2001
Page 2
(i) a copy of the registration statement filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), on Form S-3 (File No.
333-93431) on March 22, 2001, with respect to asset-backed notes and
certificates, including the Offered Notes, to be issued and sold in series
from time to time, in the form in which it became effective, including the
exhibits thereto;
(ii) a copy of the prospectus supplement (the "Prospectus Supplement")
and the related prospectus (the "Base Prospectus" and, together with the
Prospectus Supplement, the "Prospectus"), covering the Offered Notes and
Certificates, substantially in the form to be filed with the Commission
pursuant to Rules 424(b)(5) and 424(c) under the Act;
(iii) a form of the Trust Agreement;
(iv) a form of the Trust Sale and Servicing Agreement, among the
Seller, GMAC, as Servicer, and the Trust (the "Trust Sale and Servicing
Agreement");
(v) a form of the Indenture;
(vi) a form of the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), between GMAC and the Seller; and
(vii) such other documents as we have deemed necessary for the
expression of the opinions contained herein (collectively, the documents
described in clauses (iii) to (vi) are referred to herein as the
"Transaction Documents").
In arriving at the opinion expressed below, we have examined and relied, to
the extent we deem proper, on the Transaction Documents. In our examination, we
have assumed that the Transaction Documents will be executed in the form
submitted to us, and we have assumed the enforceability of all Transaction
Documents. We have also assumed, without independent verification, that the
facts and representations and warranties in the documents upon which we relied
are true and correct, and that the transactions contemplated by such documents
will be consummated strictly in accordance with their terms.
In rendering our opinion, we have also considered and relied upon the
Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings,
judicial decisions, regulations, and such other authorities (including Treasury
regulations) as we have deemed appropriate, all as in effect on the date hereof
and all which are subject to change or different interpretation. However, we
will not seek a tax ruling from the Internal Revenue Service (the "IRS") with
respect to any of the matters discussed herein. Moreover, the statutory
provisions, regulations, interpretations and other
Capital Auto Receivables, Inc.
June 21, 2001
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authorities upon which our opinion is based are subject to change, and such
changes could apply retroactively. In addition, there can be no assurance that
positions contrary to those stated in our opinion will not be taken by the IRS.
Our opinion is in no way binding on the IRS or any court, and it is possible
that the IRS or a court could, when presented with these facts, reach a
different conclusion. We express no opinion herein as to any laws other than
federal law of the United States of America. In rendering such opinions, we have
assumed that the Trust will be operated in accordance with the terms of the
Trust Agreement, the Trust Sale and Servicing Agreement, the Pooling and
Servicing Agreement and the Indenture.
Based on and subject to the foregoing, we are of the opinion that under the
existing tax laws of the United States of America, although no transaction
closely comparable to those contemplated herein has been the subject of any
Treasury regulation, revenue ruling, or judicial decision, for United States
federal income tax purposes:
(i) the statements in the Base Prospectus under the caption "Federal
Income Tax Consequences" and in the Prospectus Supplement under the caption
"Federal Income Tax Consequences", to the extent that they constitute
matters of law or legal conclusions, have been prepared or reviewed by us
and are correct in all material respects;
(ii) the Notes will be characterized as indebtedness; and
(iii) the Trust will not be taxable as an association or publicly
traded partnership taxable as a corporation, but will be classified as a
partnership.
Except for the opinions expressed above, we express no opinion as to any
other tax consequences of the transaction to any party under federal, state,
local, or foreign laws. In addition, we express no opinion as to the laws of any
jurisdiction other than the federal laws of the United States of America to the
extent specifically referred to herein. This letter is limited to the specific
issues addressed herein and the opinions rendered above are limited in all
respects to laws and facts existing on the date hereof. By rendering these
opinions, we do not undertake to advise you with respect to any other matter or
of any change in such laws or facts or in the interpretations of such laws which
may occur after the date hereof or as to any future action that may become
necessary to maintain the character of the Notes as indebtedness or the Trust as
a partnership for federal income tax purposes.
We hereby consent to the filing of this opinion with Form 8-K and to the
reference to our firm in the Base Prospectus under the captions "Federal Income
Tax Consequences" and "Legal Opinions" and in the Prospectus Supplement in the
Summary under the caption "Tax Status" and under the caption "Federal Income Tax
Consequences." In giving this consent, we do not thereby admit that
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June 21, 2001
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we come within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
KIRKLAND & ELLIS