Exhibit 8.1
April 18, 2002
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 $386,161,000 aggregate principal amount of Class
A-1 Asset Backed Notes (the "Class A-1 Notes") by Capital Auto Receivables
Asset Trust 2002-2 (the "Trust"), pursuant to an Indenture (the
"Indenture"), between the Trust and Bank One, National Association, as
Indenture Trustee (the "Indenture Trustee");
(2) the issuance of $473,000,000 aggregate principal amount of Class
A-2 Asset Backed Notes (the "Class A-2 Notes"), $525,000,000 aggregate
principal amount of Class A-3 Asset Backed Notes (the "Class A-3 Notes")
and $344,000,000 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 the Trust, pursuant to the Indenture;
and
(3) the issuance of $53,448,686.47 aggregate principal amount of Asset
Backed Certificates (the "Certificates") by the Trust, pursuant to a Trust
Agreement (the "Trust Agreement"), dated as of April 25, 2002, to be
amended and restated as of the Issuance Date (the "Amended and Restated
Trust Agreement"), between the Seller and Deutsche Bank Trust Company
Delaware, as Owner Trustee (the "Owner Trustee").
The Offered Notes and the Class A-1 Notes are sometimes referred to
collectively herein as the "Notes." The Trust intends to issue the Notes and the
Certificates on or about April 25, 2002 (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:
(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.
333-756464) on January 28, 2002 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;
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Capital Auto Receivables, Inc.
April 18, 2002
Page 2
(ii) a copy of a form of prospectus supplement relating to the Offered
Notes substantially in the form to be filed with the Commission
pursuant to Rules 424(b)(5) and 424(c) under the Act (the "Prospectus
Supplement") and the prospectus, dated January 28, 2002, relating
thereto (the "Base Prospectus" and, together with the Prospectus
Supplement, the "Prospectus");
(iii) the Trust Agreement and a form of Amended and Restated 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) through (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 deemed proper, on the Transaction Documents. In our examination,
we have assumed that the Transaction Documents will be executed in the form
submitted to us on or before the Issuance Date, 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 of 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 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 Amended Trust Agreement, the Trust
Sale and Servicing Agreement, the Pooling and Servicing Agreement and the
Indenture.
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Capital Auto Receivables, Inc.
April 18, 2002
Page 3
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 instead 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
disregarded as an entity separate from its owner 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 captions "Tax Status" and "Federal Income Tax Consequences."
In giving this consent, we do not thereby admit that 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