[Hunton & Williams Letterhead]
Exhibit 8.1
December 31, 1998
Crestar Securitization, LLC
6802 Paragon Place, 3rd Floor
Richmond, Virginia 23230-9428
Crestar Securitization, LLC
Ladies and Gentlemen:
We have acted as special tax counsel to Crestar Securitization, LLC,
a Virginia limited liability company (the "Depositor"), in connection with the
preparation of a Registration Statement on Form S-3 (No. 333-51725) (the
"Registration Statement"), which was filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of Student Loan Asset Backed Notes (the "Notes"). As
set forth in the Registration Statement, each series of Notes (a "Series") will
be issued under and pursuant to an indenture (the "Indenture") between a trust
established by the Depositor (the "Trust") and an indenture trustee to be named
therein (the "Indenture Trustee"). The Trust will be established pursuant to a
deposit trust agreement (the "Trust Agreement") among the Depositor, an eligible
lender trustee to be named therein (the "Eligible Lender Trustee"), and a
Delaware trustee to be named therein (the "Delaware Trustee").
We have examined the prospectus and form of prospectus supplement
related thereto contained in the Registration Statement. In addition, we have
reviewed (i) the form of the Trust Agreement; (ii) the form of the Indenture,
including the forms of Notes attached as exhibits thereto; (iii) the form of the
Transfer and Servicing Agreement, including the Standard Terms thereto, among
the Depositor, the Eligible Lender Trustee, the Trust to be named therein, and a
master servicer and administrator to be named therein (the "Transfer and
Servicing Agreement"); (iv) the form of the Sales Agreement among Crestar Bank,
as transferor (the "Transferor"), the Depositor and the Eligible Lender Trustee
(the "Sales Agreement," and, together with the Trust Agreement, the Indenture,
and the Transfer and Servicing Agreement, the "Agreements"); and (v) such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below.
In arriving at the opinions expressed below, we have assumed that
each Agreement will be duly authorized by all necessary corporate action on the
part of the parties thereto for such Series of Notes and will be duly executed
and delivered by the parties thereto substantially in the applicable form filed
or incorporated by reference as an exhibit to the Registration Statement, that
each Series of Notes will be duly executed and delivered in substantially the
forms set forth in the related Agreement filed or incorporated by reference as
an exhibit to the Registration Statement, that Notes will be sold as described
in the Registration Statement, and that the parties to the transactions
involving the issuance of Notes comply (without waiver) with all of the
provisions of the related Agreements and the other documents prepared and
executed in connection with such transactions.
As tax counsel to the Depositor, we have considered certain federal
income tax aspects of the proposed issuance of the Notes of each Series. In
particular, we have considered the material federal income tax consequences for
holders of the Notes and have reviewed the description of the material federal
income tax consequences for holders of the Notes that appears in the prospectus
under the caption "Federal Income Tax Consequences", forming a part of the
Registration Statement. Such description does not purport to discuss all
possible federal income tax ramifications of the proposed issuance of the Notes,
but, with respect to those federal income tax consequences that are discussed,
in our opinion, the description is accurate in all material respects. We hereby
confirm that the discussion under the caption "Federal Income Tax Consequences"
in the prospectus, forming a part of the Registration Statement is the opinion
of Hunton & Williams as to the material federal income tax consequences
associated with the purchase, ownership and disposition of the Notes. You should
be aware that this opinion represents our conclusions as to the application of
existing law to the purchase, ownership and disposition of the Notes. This
opinion is effective as of the date of issuance of any Series of Notes, subject
to the limitation set forth herein regarding our participation as tax counsel to
the Depositor, provided that a new opinion will be rendered by us upon any
material change in law prior to the issuance of Notes for which we act as
special tax counsel to the Depositor, and such new opinion must be filed as an
exhibit to the Registration Statement in a post-effective amendment thereto or
by the Depositor under cover of Form 8-K. There can be no assurance that
contrary positions will not be taken by the Internal Revenue Service or that the
law will not change.
This opinion is based on the facts and circumstances set forth in
the Registration Statement, in the prospectus and in the other documents
reviewed by us. Our opinion as to the matters set forth herein could change with
respect to a particular Series of Notes as a result of changes in law subsequent
to the date hereof. Furthermore, we express no opinion with respect to any
Series of Notes for which we do not act as tax counsel to the Depositor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton & Williams
under the caption "Federal Income Tax Consequences" in the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required by Section 7 of the Act or the rules and
regulations promulgated thereunder by the Securities and Exchange Commission.
No opinion has been sought and none has been given concerning the
tax treatment of the issuance and sale of the Notes under the laws of Virginia
or any other state.
Very truly yours,
/s/ Hunton & Williams
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