EXHIBIT 8.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
October 18, 1996
AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962
Capita Preferred Trust
c/o AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962
Capita Preferred Funding L.P.
c/o AT&T Capital Corporation
44 Whippany Road
Morristown, New Jersey 07962
Re: Capita Preferred Trust's
issuance and sale of Trust
Originated Preferred Securities
Ladies and Gentlemen:
We have acted as special tax counsel ("Tax Counsel") to AT&T
Capital Corporation, a Delaware corporation (the "Company"), the Capita
Preferred Trust, a statutory business trust organized under the Business Trust
Act of the State of Delaware (the "Trust") and Capita Preferred Funding L.P., a
limited partnership formed under the Delaware Revised Uniform Limited
Partnership Act (the "Partnership"), in connection with the preparation and
filing by the Company, the Partnership and the Trust with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-3
(Registration No. 333-11243) (as amended, the "Registration Statement") under
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the Securities Act of 1933, as amended, and with respect to: (i) the issuance
and sale of a subordinated debenture due 2016 (the "Company Subordinated
Debenture") by the Company pursuant to a form of Indenture (the "Company
Indenture"), between the Company and The First National Bank of Chicago, N.A., a
national banking association organized under the laws of the United States, as
trustee (the "Indenture Trustee") in the form filed as an exhibit to the
Registration Statement; (ii) the issuance and sale of two debentures each due
2016 (each a "Guaranteed Investment Affiliate Debenture", collectively the
"Investment Affiliate Debentures") by each of two wholly-owned United States
subsidiaries of the Company (each an "Investment Affiliate"), pursuant to forms
of Indenture (each an "Investment Affiliate Indenture"), from each such
Investment Affiliate and the Company to the Indenture Trustee (the Company
Subordinated Debenture and the Guaranteed Investment Affiliate Debentures are
collectively referred to hereinafter as the "Debentures" and the forms of the
Company Indenture and the Investment Affiliate Indentures are collectively
referred to hereinafter as the "Indentures"), each of which are guaranteed by
the Company pursuant to a form of Affiliate Debenture Guarantee Agreement in the
form filed as an exhibit to the Registration Statement; (iii) the issuance and
sale of the Partnership Preferred Securities by the Partnership to the Trust
pursuant to the Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") in the form filed as an exhibit to the Registration
Statement; (iv) the issuance and sale of Trust Preferred Securities and Trust
Common Securities (collectively, the "Trust Securities") pursuant to the Trust's
Amended and Restated
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Declaration of Trust, to be dated as of October 22, 1996 (the "Declaration") in
the form filed as an exhibit to the Registration Statement. The Trust Preferred
Securities will be offered for sale to investors pursuant to the Registration
Statement.
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning ascribed to such terms in the Registration
Statement.
In delivering this opinion letter, we have reviewed and relied
upon: (i) the Registration Statement, (ii) forms of the Indentures; (iii) forms
of the Debentures; (iv) the form of the Partnership Agreement; (v) the form of
the Declaration; (vi) the forms of (A) the Partnership Guarantee Agreement, (B)
the Trust Preferred Securities Guarantee Agreement, (C) the Trust Common
Securities Guarantee Agreement and (D) the Affiliate Debenture Guarantee
Agreement, each filed as exhibits to the Registration Statement; and (vii) the
forms of (A) the Partnership Preferred Securities and (B) the Trust Securities,
each filed as exhibits to the Registration Statement. In addition, we have
examined, and relied as to matters of fact upon, certain certificates and
comparable documents of the Company and certain wholly owned United States
subsidiaries of the Company, from which the Company will select the Investment
Affiliates. Further, we have relied upon certain other statements and
representations made by officers of the Company. We also have examined and
relied upon original or copies, certified or otherwise identified to our
satisfaction, of such records of the Company, the Partnership and the Trust and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
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In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all copies of documents
submitted to us. In addition, we also have assumed that (i) the transactions
related to the issuance of the Debentures, the Partnership Preferred Securities
and Trust Securities will be consummated in accordance with the terms of the
documents and forms of documents described herein and (ii) on the closing date,
an Independent Financial Advisor will deliver the opinion required under Section
7.1(b) of the Partnership Agreement.
On the basis of the foregoing and assuming that the Partnership and
the Trust were formed and will be maintained in compliance with the terms of the
Partnership Agreement and the Declaration, respectively, we hereby confirm (i)
our opinions set forth in the Registration Statement under the caption "Certain
Federal Income Tax Considerations" and (ii) that, subject to the qualifications
set forth therein, the discussion set forth in the Registration Statement under
such caption is an accurate summary of the United States federal income tax
matters described therein.
We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as the Trust Preferred Securities or transactions of the
type described herein and that our opinions are not binding on the Internal
Revenue Service ("IRS") or the courts, either of which could take a contrary
position. Nevertheless, we believe that if challenged, the opinions we
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express herein would be sustained by a court with jurisdiction in a properly
presented case.
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
We are admitted to practice law only in the State of New York and
the opinions we express herein are limited solely to matters governed by the
federal law of the United States.
We hereby consent to the use of this opinion for filing as Exhibit
8.1 to the Registration Statement and the use of our name in the Registration
Statement under the captions "Certain Federal Income Tax Considerations" and
"Legal Matters".
Very truly yours,
Simpson Thacher & Bartlett