EXHIBIT 8B
[BLAKE, CASSELS & GRAYDON LETTERHEAD]
October 15, 1999
Newcourt Credit Group Inc.
Newcourt Centre
207 Queens Quay West
Suite 700
Toronto, Ontario
M5J 1A7
- - and -
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, NY 10001 U.S.A.
Dear Ladies and Gentlemen:
RE: ISSUE OF $1,000,000,000 6.875% EXCHANGE NOTES, SERIES B DUE FEBRUARY 16,
2005
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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 $1,000,000,000 aggregate principal amount of
6.875% Notes, Series B due February 16, 2005 (the "Notes") issued pursuant to an
Offering Memorandum dated February 10, 1999 (the "Offering Memorandum") with
$1,000,000,000 aggregate principal amount of 6.875% Exchange Notes, Series B due
February 16, 2005 (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 Chapman and Cutler, counsel to the Initial Purchasers,
in the preparation of the following documents:
(a) the Indenture dated as of February 15, 1999 among the
Corporation, AT&T Capital Corporation and The Chase Manhattan
Bank, as Trustee under the Indenture;
BLAKE, CASSELS & GRAYDON PAGE 2
(b) the Guarantee dated as of February 15, 1999 by AT&T Capital
Corporation to and in favour of The Chase Manhattan Bank, as
Trustee under the Indenture,
(c) the Offering Memorandum; and
(d) a Form of Note dated February 16, 1999.
We have also reviewed an executed copy of, but not
participated in the preparation of, the following documents:
(a) the Purchase Agreement dated February 10, 1999 among the
Corporation, AT&T Capital Corporation and Lehman Brothers
Inc., as representative of the Initial Purchasers; and
(b) the Registration Rights Agreement dated February 10, 1999
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 February
16, 1999 from Chapman and Cutler addressed to us and 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 recommended 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 by the Holder
BLAKE, CASSELS & GRAYDON PAGE 3
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.
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 (United
States of America) 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 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