Exhibit 8.1
December 20, 2001
To the Persons Listed on
Schedule A attached hereto
Re: Capital One Auto Finance Trust 2001-B
Class A Notes Federal Tax Opinion
Ladies and Gentlemen:
We have acted as special federal tax counsel for Capital One Auto
Receivables, LLC ("COAR") and Wilmington Trust Company, not in its individual
capacity but solely as owner trustee for Capital One Auto Finance Trust 2001-B,
a Delaware common law trust (the "Owner Trustee" or the "Trust"), in connection
with the issuance and sale of Class A-1 Automobile Receivable-Backed Notes (the
"Class A-1 Notes"), Class A-2 Automobile Receivable-Backed Notes (the "Class A-2
Notes"), Class A-3 Automobile Receivable-Backed Notes (the "Class A-3 Notes")
and Class A-4 Automobile Receivable-Backed Notes (the "Class A-4 Notes";
together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the
"Notes"), to be issued pursuant to the Indenture, dated as of December 20, 2001
(the "Indenture"), between the Owner Trustee and JP Morgan Chase Bank, as
Indenture Trustee (the "Indenture Trustee"). Capitalized terms not otherwise
defined herein are used as defined in the Indenture.
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 our opinions, including: (i) the Prospectus, dated December 11, 2001
(the "Prospectus") and the Prospectus Supplement (to the Prospectus), dated
December 13, 2001 (the "Prospectus Supplement"), relating to the Notes, as filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended; (ii) the Indenture; (iii) the Transfer and Assignment
Agreement; (iv) the Contribution Agreement; (v) the Trust Agreement; (vi) the
Amended and Restated Limited Liability Company Agreement of COAR; (vii)
specimens of the Notes and (viii) specimens of the Certificates (collectively
the "Operative Documents").
December 20, 2001
Page 2
The opinions set forth herein are based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated and proposed thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published Revenue Rulings and Revenue
Procedures, current administrative positions of the IRS and existing judicial
decisions. No tax rulings will be sought from the IRS with respect to any of the
matters discussed herein. The statutory provisions, regulations and
interpretations on which our opinions are based are subject to change, which
changes could apply retroactively. In addition, there can be no assurance that
positions contrary to those stated in our opinions may not be taken by the IRS.
Based upon the foregoing and assuming that the Operative Documents are
executed and delivered in substantially the form we have examined and that the
transactions contemplated to occur under the Operative Documents in fact occur
in accordance with the terms thereof, it is our opinion that
(i) the Notes will be treated as debt for United States federal income
tax purposes;
(ii) each of COAR and the Trust will be disregarded as separate entities
for United States federal income tax purposes and will not be subject
to United States federal income tax; and
(iii) the Certificate represents direct ownership of the Trust's assets for
United States federal income tax purposes.
December 20, 2001
Page 3
The scope of these opinions are expressly limited to the issues set forth
herein, and we express no opinion with respect to any other taxes or collateral
tax consequences with respect to the Receivables or the Trust.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
WAL/KAA
Schedule A
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Standard & Poor's Ratings Services
55 Water Street
40th Floor
New York, NY 10041
Fitch, Inc.
One State Street Plaza
New York, NY 10004
Credit Suisse First Boston Corporation
as Representative of
the several Underwriters
Eleven Madison Avenue
5th Floor
New York, New York 10010-3629
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
JP Morgan Chase Bank
Individually and as Indenture Trustee
450 West 33rd Street
14th Floor
New York, New York 10001
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Capital One Auto Finance, Inc.
2890 Fairview Park Drive
Falls Church, VA 22402
Capital One Auto Receivables, LLC
2890 Fairview Park Drive
Falls Church, VA 22402
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504