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March 20, 2001
EXHIBIT 8.1
Capital 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"), in connection with the
above-referenced Registration Statement (together with the exhibits and any
amendments hereto and the prospectus supplements described therein, the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission in connection with the registration by the Company of Asset Backed
Securities (the "Securities").
Three different base prospectuses and prospectus supplements
are contained in the Registration Statements. One prospectus and related
prospectus supplement, referred to in the Registration Statement as "Version 1"
(the "CARAT Prospectus") pertains to offerings by the Company of Securities
issued by CARAT Trusts (as defined below); the second such prospectus and
related prospectus supplement, referred to in the Registration Statement as
"Version 2" (the "Grantor Trust Prospectus") pertains to offerings by the
Company of Securities issued by Grantor Trusts (as defined below); and the third
such prospectus and related prospectus supplement, referred to in the
Registration Statement as "Version 3" (the "Secured Note Prospectus") pertains
to offerings by the Company of Securities secured by secured notes issued by
Central Originating Lease Trust. This opinion relates only to the CARAT
Prospectus and the Grantor Trust Prospectus and their exhibits contained in the
Registration Statements.
As described in the CARAT Prospectus, the Securities issued
pursuant to the CARAT Prospectus and related prospectus supplements (each, a
"CARAT Prospectus Supplement") will be Asset Backed Notes ("CARAT Notes") and
Asset Backed Certificates ("CARAT Certificates") that
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Capital Auto Receivables, Inc.
March 20, 2001
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will be issued in series. Each series of CARAT Notes and CARAT Certificates will
be issued by a Delaware business trust or common law trust (each, a "CARAT
Trust") to be formed by the Company pursuant to a Trust Agreement (each, a
"CARAT Trust Agreement") between the Company and an Owner Trustee to be
specified in the related CARAT Prospectus Supplement. Each series issued by a
CARAT Trust may include one or more classes of CARAT Notes and one or more
classes of CARAT Certificates. The CARAT Notes of any CARAT Trust will be issued
pursuant to an Indenture (each, a "CARAT Indenture") by and between such CARAT
Trust and an Indenture Trustee to be specified in the related CARAT Prospectus
Supplement and a Trust Sale and Servicing Agreement by and among such CARAT
Trust, the Company and General Motors Acceptance Corporation, as servicer (each,
a "CARAT Trust Sale and Servicing Agreement"). The CARAT Certificates of any
CARAT Trust will be issued pursuant to a CARAT Trust Agreement.
As described in the Grantor Trust Prospectus, the Securities
issued pursuant to the Grantor Trust Prospectus and related prospectus
supplements (each, a "Grantor Trust Prospectus Supplement") will be Asset Backed
Certificates, Class A (the "Grantor Trust Certificates") to be issued in series,
each series to be issued by a grantor trust to be formed by the Company (each, a
"Grantor Trust"). Each series will be issued pursuant to a Pooling and Servicing
Agreement among the Company, as Seller, General Motors Acceptance Corporation,
as Servicer, and a Trustee to be specified in the related Grantor Trust
Prospectus Supplement (the "Trustee") (the "Trustee") (each, a "Grantor Trust
Pooling 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
CARAT Notes, CARAT Certificates and Grantor Trust Certificates, and in order to
express the opinion hereinafter stated, we have examined copies of the
Registration Statement and, in each case as filed as an exhibit to or
incorporated by reference in the Registration Statement, (i) the form of CARAT
Indenture, (ii) the form of CARAT 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 "CARAT Trust Certificate")), (iii) the form of
CARAT Trust Sale and Servicing Agreement, (iv) the form of CARAT Pooling and
Servicing Agreement between General Motors Acceptance Corporation and the
Company and (v) the form of Administration Agreement among the related CARAT
Trust, the related Indenture Trustee and General Motors Acceptance Corporation,
as administrator (collectively, the "CARAT Operative Documents"). We also have
examined (i) the form of Grantor Trust Pooling and Servicing Agreement, (ii) the
form of the Grantor Trust Certificate and (iii) the form of Purchase Agreement
between General Motors Acceptance Corporation and the Company, in each case as
filed as an
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Capital Auto Receivables, Inc.
March 20, 2001
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exhibit to the Registration Statement (collectively, the "Grantor Trust
Operative Documents"). We have 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 CARAT Operative
Documents with respect to each series of CARAT Notes and CARAT Certificates and
the Grantor Trust Operative Documents with respect to each series of Grantor
Trust Certificates are duly authorized, executed and delivered in substantially
the form we have examined and that the transactions contemplated to occur under
the CARAT Operative Documents and Grantor Trust Operative Documents in fact
occur in accordance with the terms thereof, we are of the opinion that the
discussions presented in (i) the CARAT Prospectus forming part of the
Registration Statement under the caption "Federal Income Tax Consequences" and
(ii) the Grantor Trust Prospectus forming part of the Registration Statement
under the caption "Federal Income Tax Consequences" are based upon reasonable
interpretations of existing U.S. federal tax law. To the extent that such
discussions expressly state our opinion, or state that our opinion has been or
will be provided as to any series of Securities, we hereby confirm and adopt
such opinion herein. We also note that (i) the CARAT Prospectus, related CARAT
Prospectus Supplement and the CARAT Operative Documents and (ii) the Grantor
Trust Prospectus, related Grantor Trust Prospectus Supplement and Grantor Trust
Operative Documents do not relate to a specific transaction. Accordingly, the
above-referenced description of federal income tax consequences may require
modification in the context of an actual transaction. 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.
Very truly yours,
KIRKLAND & ELLIS