EXHIBIT 8B
[BLAKE, CASSELS & GRAYDON LETTERHEAD]
25, Commerce Court West
Toronto, Ontario, Canada
M5L 1A9
Deliveries: 28th floor
Telephone: (416) 863-2400
Facsimile: (416) 863-2653
http://www.blakes.ca
Reference: 56294/187
August 12, 1999
Newcourt Credit Group Inc.
Newcourt Centre
207 Queens Quay West
Suite 700
Toronto, Ontario
M5J 1A7
The Chase Manhattan Bank
as Indenture Trustee on behalf of the holders
of the Replacement Notes (as defined below)
450 West 33rd Street
New York, New York 10001
Dear Ladies and Gentlemen:
Re: Issue of U.S.$300,000,000 7.125% Exchange Notes, Series A Due December
17, 2003
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We have acted as special Canadian tax counsel to Newcourt Credit Group
Inc., an Ontario corporation ("Newcourt" or the "Corporation") in connection
with Newcourt's offer, pursuant to a prospectus dated the date hereof (the
"Prospectus"), to replace $300,000,000 aggregate principal amount of 7.125%
Notes, Series A due December 17, 2003 (the "Notes") issued pursuant to an
Offering Memorandum dated December 15, 1998 (the "Offering Memorandum") with
U.S.$300,000,000 aggregate principal amount of 7.125% Exchange Notes, Series A
due December 17, 2003 (the "Replacement Notes"). The Replacement Notes are not
being offered to residents of Canada. All capitalized terms used and not
otherwise defined herein shall have the respective meanings set forth in the
Offering Memorandum.
As special Canadian tax counsel to the Corporation, we have reviewed the
Prospectus and have participated, to the extent necessary in that capacity,
together with Winston & Strawn, counsel to the Initial Purchasers, in the
preparation of the following documents:
(a) the Trust Indenture dated as of December 15, 1998 between the
Corporation and The Chase Manhattan Bank, as trustee;
(b) the Offering Memorandum; and
(c) a resolution of the Executive Committee of the Board of Directors of
the Corporation dated December 15, 1998 which, inter alia, authorizes
the Corporation to borrow money by the issue and sale of the Series A
Notes.
We have also reviewed an executed copy of, but not participated in the
preparation of, the following documents:
BLAKE, CASSELS & GRAYDON PAGE 2
(i) the Purchase Agreement dated December 8, 1998 among the Corporation,
AT&T Capital Corporation and Lehman Brothers Inc., as representative
of the Initial Purchasers; and
(ii) the Registration Rights Agreement dated as of December 15, 1998 among
the Corporation, AT&T Capital Corporation and Lehman Brothers Inc., as
representative of the Initial Purchasers.
For the purposes of the opinion set forth below, we have assumed with
respect to all documents examined by us, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified,
conformed, telecopied or photostatic copies.
In delivering the opinion set forth below, we have relied upon a reliance
letter dated the date hereof and a letter of opinion dated December 15, 1998
from Winston & Strawn, and addressed to us and to the Corporation, respectively.
Furthermore, in delivering our opinion, we have relied upon the current
provisions of the Income Tax Act (Canada) (the "Tax Act"), the regulations
thereunder (the "Regulations") and the Canada-United States Income Tax
Convention, 1980 (the "Convention"), in force as at the date hereof, all
specific proposals to amend the Tax Act and the Regulations publicly announced
by the Department of Finance (Canada) prior to the date hereof and our
understanding as to changes to such proposals which will be recommend by the
Department of Finance (Canada) (the "Proposed Amendments") and our understanding
of the published administrative and assessing practices of Revenue Canada,
Customs, Excise & Taxation as at the date hereof. However, there can be no
assurance that the Proposed Amendments will be enacted in the form proposed or
at all. Except for the Proposed Amendments, the opinion set forth below does not
take into account or anticipate any changes in law or administrative practice,
whether by legislative, governmental or judicial action, which may occur on or
after the date hereof, nor does it take into account Canadian provincial or
territorial or any non-Canadian tax considerations, which may differ
significantly from those discussed herein.
The opinion set forth below applies only to a person (a "Holder") who
acquires Replacement Notes pursuant to the Prospectus in replacement of Notes
acquired pursuant to the Offering Memorandum and who, for purposes of the Tax
Act and the Convention and at all relevant times, is resident in the United
States and not resident or deemed to be resident in Canada, deals at arm's
length with the Corporation, holds Replacement Notes as capital property, does
not use or hold and is not deemed to use or hold Replacement Notes in or in the
course of carrying on a business in Canada and, in the case of such a person who
carries on an insurance business in Canada and elsewhere, establishes that the
Replacement Notes are not effectively connected with its Canadian insurance
business.
BLAKE, CASSELS & GRAYDON PAGE 3
The opinion hereafter expressed is limited to the laws of the Province of
Ontario and the federal laws of Canada applicable therein.
Based and relying on the foregoing and subject to the qualifications
expressed herein and in the Prospectus, we are of the opinion that, as at the
date hereof, the statements contained in the section of the Prospectus titled
"Canadian Federal Income Tax Considerations", to the extent that they concern
matters of Canadian federal income tax law, are correct in all material
respects.
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.
This opinion letter is addressed to you solely for your benefit in
connection with the replacement of the Notes with the Replacement Notes further
to the Prospectus and is limited in all respects to (i) the specific issues
addressed herein, and (ii) laws and interpretations thereof existing on the date
hereof. We do not undertake to update this opinion to account for changes in
such laws or interpretations on or after the date hereof. This opinion may be
relied upon by you solely in connection with the transactions contemplated
herein and is not to be relied upon by any other person or for any other
purpose.
Yours very truly,
/s/ BLAKE, CASSELS & GRAYDON