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Exhibit 8.1
December 1, 1998
Daimler-Benz Vehicle Receivables Corporation
1201 North Market Street, 14th Floor
Wilmington, DE 19801
Re: Daimler-Benz Vehicle Owner Trust 1998-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 Owner Trust 1998-A, a trust to be formed pursuant to a
Trust Agreement to be entered into among the Company, as Seller, and Chase
Manhattan Bank Delaware, as Owner Trustee, of asset-backed notes 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. 333-64671), 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 legal, valid
and binding obligation of the respective parties thereto, be enforceable in
accordance with its respective terms, and represent 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) each of the transactions provided
for by each such agreement will be carried out in accordance with its terms.
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 second sentence under the sub-heading "Tax Status of the Notes and the
Trust" 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 Note 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.
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Daimler-Benz Vehicle Receivables Corporation
December 1, 1998
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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