Exhibit 8.1
MAYER, BROWN, ROWE & MAW
November 19, 2002 190 South La Salle Street
Chicago, Illinois 60603-3441
Main Tel (312) 782-0600
Main Fax (312) 701-7711
Salomon Smith Barney Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
SG Cowen Securities Corporation
1221 Avenue of the Americas, 7th Floor
New York, New York 10020
as Representatives of the Several Underwriters
Re: CNH Equipment Trust 2002-B
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Ladies and Gentlemen:
We have acted as special Federal tax counsel for CNH Equipment
Trust 2002-B, a Delaware statutory 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 the 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 November 1, 2002 (the "Indenture"), between the
JPMorgan Chase Bank, as Indenture Trustee. Capitalized terms not otherwise
defined herein are used as defined in the Sale and Servicing Agreement,
dated as of November 1, 2002 (the "Sale and Servicing Agreement"), among
the Trust, as Issuer, CNH Capital Receivables Inc. ("CNHCR"), 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 November 8, 2002 (the "Prospectus"), and the Prospectus
Supplement (to the Prospectus), dated November 8, 2002 (the "Prospectus
Supplement"), relating to the Notes, as filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, (b)
the NH Purchase Agreement, dated as of November 1, 2002, between New
Holland Credit Company, LLC and CNHCR, (c) the Case Purchase Agreement,
dated as of November 1 2002, between Case Credit and CNHCR, (d) the Sale
and Servicing Agreement, (e) the Trust Agreement, dated as of November 1,
2002, (the "Trust Agreement"), between CNHCR, as Depositor, and The Bank of
New York, as trustee (the "Trustee"), (f) the Indenture and (g) specimens
of the Notes.
MAYER, BROWN, ROWE & MAW IS A U.S. GENERAL PARTNERSHIP.
WE OPERATE IN COMBINATION WITH OUR ASSOCIATED ENGLISH PARTNERSHIP
IN THE OFFICES LISTED BELOW.
BRUSSELS CHARLOTTE CHICAGO COLOGNE FRANKFURT HOUSTON LONDON LOS ANGELES
MANCHESTER NEW YORK PALO ALTO PARIS WASHINGTON
INDEPENDENT MEXICO CITY CORRESPONDENT: JAUREGUI, NAVARRETE, NADER Y ROJAS, S.C.
MAYER, BROWN, ROWE & MAW
November 19, 2002
Page 2
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, Rowe & Maw
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MAYER, BROWN, ROWE & MAW
RFH:PTG