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EXHIBIT 8.1
[DICKINSON WRIGHT PLLC LETTERHEAD]
August 3, 2000
Visteon Corporation
5500 Auto Club Drive
Dearborn, Michigan 48126
Ladies and Gentlemen:
We have acted as counsel to Visteon Corporation (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form S-3 filed by the Company on July 19, 2000 with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"). We have also acted as counsel to the Company in
connection with the Prospectus Supplement dated July 31, 2000 (the "Supplement")
and the related Prospectus dated July 19, 2000 (the "Prospectus"), each in the
form filed with the Commission effective August 2, 2000, covering $1,200,000,000
in aggregate principal amount of debt securities of the Company comprised of
$500,000,000 of 7.95% Notes due August 1, 2005 and $700,000,000 of 8.25% Notes
due August 1, 2010 (collectively the "Notes") issuable under an Indenture dated
as of June 15, 2000 between the Company and Bank One Trust Company, N.A., as
trustee under an Indenture dated as of June 23, 2000 (the "Indenture").
In our capacity as such counsel, we have examined the various documents
set forth above and such other documents and corporate records of the Company
and such documents and certificates of public officials and officers of the
Company as we have deemed necessary as a basis for the opinions hereinafter
expressed.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, and conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We also have assumed that the
transactions related to the issuance of the Notes will be consummated in the
manner contemplated by the Registration Statement, the Prospectus, the
Supplement, the Indenture and the other documents referred to hereinabove.
Based solely upon the foregoing and subject: (A) to the conditions and
limitations which follow; (B) to the beneficial owner's compliance with the
requirements set forth under the heading "United States Tax Documentation
Requirements" on pages S-44 and S-45 of the Supplement; and (C) to the
discussion of backup withholding set forth at pages S-46 and S-47 in the
Supplement, we are of the opinion that under current United States federal
income tax law:
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(i) payments of principal and interest on a Note that is
beneficially owned by a non-United States person will not be subject to United
States federal withholding tax; provided, that in the case of interest, (x) (a)
the beneficial owner does not actually or constructively own ten percent (10%)
or more of the total combined voting power of all classes of stock of the
Company entitled to vote, (b) the beneficial owner is not a controlled foreign
corporation that is related to the Company through stock ownership, and (c)
either (A) the beneficial owner of the Note certifies to the person otherwise
required to withhold United States federal income tax from such interest, under
penalties of perjury, that it is not a United States person and provides its
name and address or (B) a securities clearing organization, bank or other
financial institution that holds customers' securities in the ordinary course of
its trade or business (a "financial institution") and holds the Note certifies
to the person otherwise required to withhold United States federal income tax
from such interest, under penalties of perjury, that such statement has been
received from the beneficial owner by it or by a financial institution between
it and the beneficial owner and furnishes the payor with a copy thereof; (y) the
beneficial owner is entitled to the benefits of an income tax treaty under which
the interest is exempt from United States federal withholding tax and the
beneficial owner of the Note or such owner's agent provides an IRS Form W-8BEN
(or through December 21, 2000, IRS Form 1001) claiming the exemption; or (z) the
beneficial owner conducts a trade or business in the United States to which the
interest is effectively connected and the beneficial owner of the Note or such
owner's agent provides an IRS Form W-8ECI (or through December 31, 2000, IRS
Form 4224); provided that in each such case, the relevant certification or IRS
Form is delivered pursuant to applicable procedures and is properly transmitted
to the person otherwise required to withhold United States federal income tax,
and none of the persons receiving the relevant certification or IRS Form has
actual knowledge that the certification or any statement on the IRS Form is
false;
(ii) a non-United States person will not be subject to United
States federal income or withholding tax on any gain realized on the sale,
exchange or redemption of a Note unless the gain is effectively connected with
the beneficial owner's trade or business in the United States or in the case of
an individual holder such individual has become a "resident" of the United
States for federal income tax purposes or is present in the United States for
183 days or more in the taxable year in which the sale, exchange or redemption
occurs and certain other conditions are met; and
(iii) a Note owned by an individual who at the time of death
is not a citizen or resident of the United States will not be subject to United
States federal estate tax as a result of such individual's death if the
individual does not actually or constructively own ten percent (10%) or more of
the total combined voting power of all classes of stock of the Company entitled
to vote and the income on the Note would not have been effectively connected
with a U.S. trade or business of the individual.
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The opinions expressed above are subject to the following limitations
and qualifications:
(a) Our opinion is conditioned on, among other things, the initial and
continuing accuracy of the facts, information, covenants and representations set
forth in the Registration Statement, the Prospectus, the Supplement, the
Indenture and those other documents referred to hereinabove as well as the
statements and representations made by officers of the Company.
(b) In rendering our opinion, we have considered the current provisions
of the Internal Revenue Code of 1986, as amended, Treasury regulations
promulgated thereunder, judicial decisions and Internal Revenue Service rulings,
all of which are subject to change, which changes may be retroactively applied.
A change in the authorities upon which our opinion is based could affect our
conclusions. There can be no assurance, moreover, that any of the opinions
expressed herein will be accepted by the Internal Revenue Service or, if
challenged, by a court.
(c) We note that various issues may be addressed in other opinions
which we may now or hereafter provide to you and in the opinions which other
counsel may separately provide to you and we express no opinion herein as to
matters addressed in any such opinions.
Except as set forth above, we express no opinion to any party as to the
tax or other consequences, whether federal, state, local, or foreign, of the
issuance of the Notes or of any transaction related to or contemplated in
connection with such issuance. This opinion is furnished to you solely for your
benefit in connection with the offering of the Notes and is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied upon
by any other person without our express written permission. We are qualified to
practice law in the State of Michigan and we do not purport to express any
opinion herein concerning any laws other than applicable United States federal
income tax laws. This opinion letter is limited to the specific issues addressed
herein and is predicated solely upon laws and regulations in existence as of the
current date and as they currently apply and to the facts as they currently
exist. We assume no obligation to revise or supplement this opinion letter
should such matters change by legislative action, judicial decision or otherwise
and we disclaim any undertaking to advise you of any subsequent changes of the
facts stated or assumed herein or any subsequent changes in applicable law.
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We hereby consent to the use of our name as it appears in the
Prospectus and in the Supplement. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
DICKINSON WRIGHT PLLC
By: /s/ William E. Elwood
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William E. Elwood
Member