Exhibit 8.1
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
October 30, 2000
BMW Vehicle Lease Trust 2000-A
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
BMW Auto Leasing LLC
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Financial Services Vehicle Trust
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
BMW Manufacturing LP
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
Re: BMW Vehicle Lease Trust 2000-A Asset Backed Senior Notes
--------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to BMW Vehicle Lease Trust 2000-A,
a Delaware business trust (the "Trust"), BMW Auto Leasing LLC, a Delaware
limited liability company, Financial Services Vehicle Trust, a Delaware business
trust, and BMW Manufacturing LP, an Indiana limited partnership (together, the
"Companies"), in connection with the preparation and filing with the Securities
and Exchange Commission of Amendment No. 1 to the Companies' Registration
Statement (Registration No. 333-43128) on Form S-1 filed on August 4, 2000, as
amended to the date hereof (together with the exhibits thereto, the
"Registration Statement") relating to the registration by the Companies of
Senior Notes (the "Senior Notes"). As described in the Registration Statement,
the Senior Notes will be issued by the Trust, which was formed by BMW Auto
Leasing LLC, as transferor, and Wilmington Trust Company, a Delaware banking
corporation, as trustee, pursuant to a trust agreement dated August 3, 2000 and
to be amended as of November 1, 2000 (the "Amended and Restated Trust
Agreement").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, including the Prospectus which is a part thereof (the "Prospectus"),
a draft of the Amended and Restated Trust Agreement, and such corporate records,
agreements, documents and other instruments (the aforementioned documents
together, the "Documents"), and have made such inquiries of such officers and
representatives of the Trust and such other persons, as we have deemed relevant
and necessary as a basis for the opinion hereinafter set forth. In such
examination, we have assumed the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of the originals of such
latter documents, the genuineness of all signatures, and the correctness of all
representations made therein. (The terms of the Documents are incorporated
herein by reference.) We have further assumed that the final executed Documents
will be substantially the same as those which we have reviewed and that there
are no agreements or understandings between or among the parties to the
Documents with respect to the transactions contemplated therein other than those
contained in the Documents.
Based on the foregoing, subject to the next paragraph and
assuming full compliance with all the terms of the Documents, it is our opinion
that, for federal income tax purposes (i) the Senior Notes when issued will not
constitute an ownership interest in the Trust's assets, but properly will be
characterized as debt secured by the Trust's assets, (ii) the Trust will not
constitute an association or publicly-traded partnership taxable as a
corporation for federal income tax purposes, and (iii) all statements as to
matters of law and legal conclusions contained in the Registration Statement
under the caption "Material United States Federal Income Tax Consequences,"
except to the extent qualified therein and herein, are correct in all material
respects and reflect our opinion as of the date hereof.
The foregoing opinion is based on current provisions of the
Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service, and case
law, any of which may be changed at any time with retroactive effect. Further,
you should be aware that opinions of counsel are not binding on the Internal
Revenue Service or the courts. We express no opinion either as to any matters
not specifically covered by the foregoing opinion or as to the effect on the
matters covered by this opinion of the laws of any other jurisdictions.
Additionally, we undertake no obligation to update this opinion in the event
there is either a change in the legal authorities, in the facts, including the
taking of any action by any party to any of the transactions described in the
Documents pursuant to an opinion of counsel as required by any of the Documents
relating to such transactions, or in the Documents on which this opinion is
based, or an inaccuracy in any of the representations or warranties upon which
we have relied in rendering this opinion.
We consent to the references in the Prospectus under the
caption "Material United States Federal Income Tax Consequences" to our firm.
This opinion may not be used for any other purpose and may not otherwise be
relied upon by, or disclosed, quoted or referred to, any other person.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
2