EXHIBIT 8A


                          [SIDLEY & AUSTIN LETTERHEAD]


                                  August 12, 1999


Newcourt Credit Group Inc.
Newcourt Centre
207 Queens Quay West
Suite 700
Toronto, Ontario, Canada M5J 1A7

AT&T Capital Corporation
2 Gatehall Drive
Parsippany, New Jersey  07054

The Chase Manhattan Bank
as Indenture Trustee on behalf of the holders
of the 7.125% Exchange Notes, Series A
450 West 33rd Street
New York, New York 10001

               Re:    Registration Statement on Form F-4
                      Registration No. 333-78869
                      ----------------------------------

Dear Ladies and Gentlemen:

               You have requested our opinion as to the material United States
federal income tax consequences expected to result to holders from the exchange
of 7.125% Notes, Series A for 7.125% Exchange Notes, Series A of Newcourt Credit
Group Inc. pursuant to an exchange offer as set forth in the Prospectus (the
"Prospectus") included in Amendment No. 1 to the referenced Registration
Statement on Form F-4 and exhibits thereto filed with the Securities and
Exchange Commission (as amended, the "Registration Statement"). Capitalized
terms not defined herein shall have the meanings ascribed to them in the
Prospectus.

               Based on the facts as set forth in the Prospectus, it is our
opinion that the material United States federal income tax consequences expected
to result to holders whose 7.125% Notes, Series A are exchanged for 7.125%
Exchange Notes, Series A in the exchange offer, under currently applicable law,
are as stated under the caption "United States Federal Income Tax
Considerations" in the Prospectus included in the Registration Statement.

               This opinion expresses our view as to the federal income tax laws
in effect as of the date hereof, including the Internal Revenue Code of 1986, as
amended, applicable Treasury Regulations promulgated thereunder, judicial
authority and current administrative rulings and








practice of the Internal Revenue Service, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts as incorporated herein might affect the conclusion stated herein.

               We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not consider that we are
"experts", within the meaning of the term as used in the Securities Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.

               We express no opinion as to the laws of any jurisdiction other
than the federal income tax laws of the United States of America, nor do we
express any opinion, either implicitly or otherwise, on any issue not expressly
addressed above.


                                                   Very truly yours,


                                                   /s/ Sidley & Austin