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EXHIBIT 8.1
November 20, 1996
Daimler-Benz Vehicle Receivables Corporation
1201 Market Street, 14th Floor
Wilmington, DE 19801
Re: Daimler-Benz Vehicle Trust 1996-A
Ladies and Gentlemen:
We have acted as special tax counsel to Daimler-Benz Vehicle Receivables
Corporation (the "Company") in connection with the proposed issuance by
Daimler-Benz Vehicle Trust 1996-A, a trust to be formed pursuant to a Pooling
and Servicing Agreement to be entered into among the Company, as Seller,
Mercedes-Benz Credit Corporation, in its individual capacity and as Servicer,
and Citibank, N.A., as Trustee, Payahead Agent, Class A Agent and Class B
Agent, of asset-backed certificates in a public offering being registered with
the Securities and Exchange Commission under the United States Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a registration
statement of the Company on Form S-1 (Registration No. 333-15571), as amended
to the date hereof (the "Registration Statement"). Capitalized terms used
herein and not otherwise defined herein have the respective meanings ascribed
to them in the Registration Statement.
In arriving at the opinion expressed below, we have examined originals or
copies certified to our satisfaction of such corporate records, agreements,
instruments and other documents as we have deemed necessary in order to render,
the opinion expressed below.
In our examination, we have assumed the authenticity of original documents, the
accuracy of copies and the genuineness of signatures. We understand and assume
that (i) any agreement which we have examined will represent the valid and
binding obligation of the respective parties thereto, enforceable in accordance
with its respective terms, and the entire agreement between the parties with
respect to the subject matter thereof, (ii) the parties to each such agreement
will comply with all of their respective covenants, agreements and undertakings
contained therein, and (iii) the transactions provided for by each such
agreement will be carried out in accordance with its terms.
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Our opinion is based upon existing United States federal income tax laws,
regulations, administrative pronouncements and judicial decisions. All such
authorities are subject to change, either prospectively or retroactively. No
assurance can be provided as to the effect of any such change upon our opinion.
Based upon and subject to the foregoing, we hereby confirm the opinion referred
to in the first sentence under the sub-heading "Tax Status as a Grantor Trust;
Scope of Tax Opinion" and, furthermore, we are of the opinion that the
descriptions of matters of law and legal conclusions set forth in the
Registration Statement under the heading "Certain Federal Income Tax
Consequences" are correct in all material respects. While such descriptions
discuss the material anticipated United States federal income tax consequences
applicable to certain Class A Certificate Owners, they do not purport to
discuss all federal income tax consequences and our opinion is limited to those
federal income tax consequences specifically discussed therein.
In giving the foregoing opinion, we express no opinion other than as to the
federal income tax law of the United States of America.
We are furnishing this letter in our capacity as counsel to the Company and
this letter is solely for the Company's benefit. This letter is not to be
used, circulated, quoted or otherwise referred to for any other purpose, except
as set forth below.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
captions "Prospectus Summary - Tax Status" and "Certain Federal Income Tax
Consequences" in the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required to be filed with the Registration Statement under the provisions of
the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP