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                                                                     EXHIBIT 8.2



                                February 28, 2001



Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

Central Originating Lease Trust
c/o Lease Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

         Re:      CAPITAL AUTO RECEIVABLES, INC.
                  REGISTRATION STATEMENT ON FORM S-3 (No. 333-93431)
                  CENTRAL ORIGINATING LEASE TRUST
                  REGISTRATION STATEMENT ON FORM S-1 (No. 333-93431-01)

         We have acted as special counsel to Capital Auto Receivables, Inc., a
Delaware corporation (the "Company"), and Central Originating Lease Trust, a
Delaware business trust ("COLT"), in connection with the above-referenced
Registration Statements (together with the exhibits and any amendments hereto
and the prospectus supplements described therein, the "Registration
Statements"), filed by the Company and COLT with the Securities and Exchange
Commission in connection with the registration by the Company of Asset Backed
Securities (the "Securities") and by COLT of Secured Notes (as defined below),
with an aggregate principal amount of $22,800,000,000.

         Three different base prospectuses and prospectus supplements are
contained in the Registration Statements. One prospectus and related prospectus
supplement (the "Owner Trust Prospectus") pertains to offerings of asset backed
notes and/or certificates secured by loan receivables issued by various Capital
Auto Receivables Asset Trusts (each, a "CARAT Trust"). A second prospectus and
related prospectus supplement (the "Grantor Trust Prospectus") pertains to
offerings of asset backed certificates secured by loan receivables issued by
GMAC Grantor Trusts. The third prospectus (the "Secured Note Basic Prospectus")
and related prospectus supplement (the




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"Secured Note Prospectus Supplement" and, together with the Secured Note Basic
Prospectus, the "Secured Note Prospectus") pertains to offerings of asset backed
notes and/or certificates by various CARAT Trusts which are secured by secured
notes issued by COLT. This opinion relates only to the Secured Note Prospectus
and its exhibits contained in the Registration Statements.

         As described in the Secured Note Prospectus, the Securities issued
pursuant to the Secured Note Prospectus and related secured note prospectus
supplements will be (i) Asset Backed Notes ("Notes") and Asset Backed
Certificates ("Certificates") that will be issued in series, and (ii) secured
notes that will secure the Notes and Certificates ("Secured Notes"). The Notes
of each series will be treated as indebtedness of the related CARAT Trust. The
Certificates will represent beneficial interests in the CARAT Trust which the
Company, as Seller, General Motors Acceptance Corporation, as Servicer, and the
applicable Certificateholders will agree to treat as equity interests in either:
(i) a grantor trust (each, a "Tax Trust"), (ii) a partnership (each, a "Tax
Partnership"), or (iii) if the Certificates are all owned by the Company, a
division of the Company which is disregarded as a separate entity (each, a "Tax
Non-Entity"). Each series of Notes and Certificates will be issued by a CARAT
Trust, which will be a Delaware business trust or common law trust to be formed
by the Company pursuant to a Secured Note Trust Agreement (each, a "Secured Note
Trust Agreement") between the Company and an Owner Trustee to be specified in
the related Secured Note Prospectus Supplement. Each series issued by a CARAT
Trust may include one or more classes of Notes and Certificates. The Notes of
any CARAT Trust will be issued pursuant to (1) a Secured Note Indenture (each, a
"Secured Note Indenture") between the CARAT Trust and an Indenture Trustee to be
specified in the related Secured Note Prospectus Supplement, and (2) a Secured
Note Trust Sale and Servicing Agreement (each, a "Secured Note Trust Sale and
Servicing Agreement") between the CARAT Trust, the Company and General Motors
Acceptance Corporation, as servicer. The Certificates of any CARAT Trust will be
issued pursuant to a Secured Note Trust Agreement. Each Secured Note has
previously been issued by COLT to GMAC, and will be acquired by a CARAT Trust
pursuant to a Secured Note Trust Sale and Servicing Agreement.

         We are generally familiar with the proceedings required to be taken in
connection with the proposed authorization, issuance and sale of the Notes
and/or Certificates, and in order to express the opinion stated herein, we have
examined copies of the Registration Statements and, in each case as filed as an
exhibit to or incorporated by reference in the Registration Statements, (i) the
form of Secured Note and related Master Terms of Secured Notes, (ii) the form of
Secured Note Indenture, (iii) the form of Secured Note Trust Agreement
(including the form of Certificate of Trust to be filed pursuant to the Delaware
Business Trust Act included as an exhibit thereto (a "Trust Certificate")), (iv)
the form of Secured Note Trust Sale and Servicing Agreement, (v) the form of
Secured Note Pooling and Servicing Agreement between GMAC and the Company, and
(vi) the form of Secured Note Administration Agreement between the related Owner
Trustee, the related Indenture Trustee and GMAC, as administrator (collectively,
the Transfer and Servicing Agreements"). We have




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examined such other documents and such matters of law, and we have satisfied
ourselves as to such matters of fact, as we have considered relevant for
purposes of this opinion.

         The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. No tax rulings will be sought from the IRS with respect to
any of the matters discussed herein.

         Based on the foregoing and assuming that the Transfer and Servicing
Agreements with respect to each series of Notes and Certificates are duly
authorized, executed and delivered in substantially the form we have examined
and that the transactions contemplated to occur under the Transfer and Servicing
Agreements in fact occur in accordance with the terms thereof, we are of the
opinion that the discussions presented in the Secured Note Basic Prospectus and
the Secured Note Prospectus Supplement forming part of the Registration
Statements under the caption "FEDERAL INCOME TAX CONSEQUENCES" and the
discussions presented in the Secured Note Prospectus Supplement forming part of
the Registration Statements under the caption "SUMMARY OF TERMS--Tax Status" are
based upon reasonable interpretations of existing U.S. federal tax law. There
can be no assurance, however, that the conclusions of U.S. federal tax law
presented therein will not be successfully challenged by the IRS or
significantly altered by new legislation, changes in IRS positions or judicial
decisions, any of which challenges or alterations may be applied retroactively
with respect to completed transactions.

                                               Sincerely,



                                               MAYER, BROWN & PLATT