March 16, 2000
Salomon Smith Barney Inc.,
as Representative of the
Several Underwriters
390 Greenwich Street
New York, New York 10013
Re: CNH Equipment Trust 2000-A
Ladies and Gentlemen:
We have acted as special Federal tax counsel for CNH Equipment Trust
2000-A, a Delaware business trust (the "TRUST"), in connection with the issuance
and sale of Class A-1 Asset Backed Notes (the "CLASS A-1 NOTES"), Class A-2
Asset Backed Notes (the "CLASS A-2 NOTES"), Class A-3 Asset Backed Notes (the
"CLASS A-3 NOTES"), Class A-4 Asset Backed Notes (the "CLASS A-4 NOTES") and
Class B Asset Backed Notes (the "CLASS B NOTES"; together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the
"NOTES"), to be issued pursuant to the Indenture, dated as of March 1, 2000 (the
"INDENTURE"), between the Trust and Harris Trust and Savings Bank, as Indenture
Trustee. Capitalized terms not otherwise defined herein are used as defined in
the Sale and Servicing Agreement, dated as of March 1, 2000 (the "SALE AND
SERVICING AGREEMENT"), among the Trust, as Issuer, CNH Receivables Inc.
("CNHR"), as Seller, and Case Credit Corporation ("CASE CREDIT"), as the
Servicer.
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including: (a) the Prospectus, dated March 6, 2000
(the "PROSPECTUS"), and the Prospectus Supplement (to the Prospectus), dated
March 9, 2000 (the "PROSPECTUS SUPPLEMENT"), relating to the Notes, as filed
with the
March 16, 2000
Page 2
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, (b) the Sale Agreement, dated as of March 1, 2000, between New Holland
Credit Company, L.L.C. and Case Credit, (c) the Purchase Agreement, dated as of
March 1, 2000, between Case Credit and CNHR, (d) the Sale and Servicing
Agreement, (e) the Trust Agreement, dated as of March 1, 2000, (the "Trust
Agreement"), between CNHR, as Depositor, and The Bank of New York, as trustee
(the "Trustee"), (f) the Indenture and (g) specimens of the Notes.
The opinion set forth in this letter is based on reasoning from legal
principles based on the relevant provisions of the Internal Revenue Code of
1986, as amended, the legislative history thereof, currently applicable Treasury
regulations, judicial decisions, administrative rulings and such other
authorities as we have considered relevant. There can be no assurance that the
opinions expressed below could not be successfully challenged by the Internal
Revenue Service, or significantly altered by legislative changes, changes in
administrative positions or judicial decisions, any of which may be applied
retroactively with respect to the completed transactions. Any such change could
render the affected provisions of this opinion inoperative. No tax rulings will
be sought from the IRS with respect to any of the matters discussed herein.
Based upon the foregoing, we hereby confirm that: (i) the statements
set forth in the Prospectus under the heading "U.S. Federal Income Tax
Consequences" and in the Prospectus Supplement under the heading "Summary of
Terms--Tax Status" (to the extent relating to Federal income tax consequences)
accurately reflect our opinion; (ii) the statements set forth in the Prospectus
under the heading "Illinois State Tax Consequences" and in the Prospectus
Supplement under the heading "Summary of Terms--Tax Status" (to the extent
relating to Illinois state income tax consequences) accurately reflect our
opinion; and (iii) the statements set forth in the Prospectus under the heading
"ERISA Considerations" and in the Prospectus Supplement under the headings
"ERISA Considerations" and "Summary of Terms--ERISA Considerations" accurately
reflect our opinion.
Very truly yours,
/s/ MAYER, BROWN & PLATT
RFH:BCB