EXHIBIT 8
[FORD MOTOR COMPANY LOGO]
Dennis E. Ross Ford Motor Company
Vice President & General Counsel One American Road
P.O. Box 1899
Dearborn, Michigan 48126
January 30, 2002
Ford Motor Company
One American Road
Dearborn, Michigan 48126
Ford Motor Company Capital Trust II
c/o Ford Motor Company
One American Road
Dearborn, Michigan 48126
Re: REGISTRATION STATEMENTS ON FORM S-3
Ladies and Gentlemen:
Reference is made to Registration Statement No. 333-49164 on Form S-3
filed by Ford Motor Company (the "Company") with the Securities and Exchange
Commission (the "Commission") on November 2, 2000 and Registration Statement No.
333-75214 on Form S-3 (which also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-49164), filed by the Company, Ford Motor Company
Capital Trust II (the "Trust"), Ford Motor Company Capital Trust III and Ford
Motor Company Capital Trust IV, each a statutory business trust formed under the
laws of the State of Delaware, with the Commission on December 14, 2001 and
Pre-Effective Amendment No. 1 to Registration Statement No. 333-75214 filed on
January 17, 2002 under the Securities Act of 1933, as amended (the "Act") (the
"Registration Statements"). The Registration Statements relate to, among other
things, the Preferred Securities of the Trust (the "Preferred Securities"), and
the related guarantee by the Company.
As Vice President and General Counsel of the Company, I am familiar
with (i) the Certificate of Trust of the Trust dated as of November 30, 2001;
(ii) the form of Amended and Restated Declaration of the Trust dated as of
January 30, 2002; (iii) the form of Preferred Securities Certificate of the
Trust; (iv) the form of the Guarantee Agreement for the Trust; (v) the form of
the Company's 6.50% Junior Subordinated Debentures due January 15, 2032 in the
aggregate principal amount of $5,154,639,176 (the "Junior Subordinated
Debentures"); and (vi) the form of Indenture between the Company and JPMorgan
Chase Bank dated as of January 30, 2032 (the "Indenture"), all in the forms
filed as exhibits to the Registration Statements. I have also examined the
Registration Statements and the prospectus dated January 24, 2002 and the
prospectus supplement dated January 24, 2002 filed as part of the Registration
Statements (the "Prospectus"). I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such other documents,
certificates and records as I have deemed necessary or appropriate for purposes
of rendering the opinions set forth herein.
Based upon and subject to the foregoing, I am of the following
opinions:
(1) The statements in the Prospectus under the caption "United States
Federal Income Tax Considerations", to the extent that they constitute summaries
of matters of laws or regulation or legal conclusions, have been reviewed by me
and summarize the material federal income tax consequences of the purchase,
ownership and disposition of the Preferred Securities and of the common stock
into which the Preferred Securities may be converted.
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(2) The Trust will be classified as a grantor trust and not as an
association taxable as a corporation for United States federal income tax
purposes. Accordingly, for United States federal income tax purposes, each
beneficial owner of the Preferred Securities will generally be treated as owning
an undivided beneficial interest in the Junior Subordinated Debentures.
The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the United States Treasury Regulations promulgated
thereunder and judicial authorities reported as of the date hereof. I have also
considered the administrative position of the Internal Revenue Service (the
"Service") reflected in published and private rulings. Although I am not aware
of any pending changes to these authorities that would alter my opinions, there
can be no assurances that future legislation or administrative changes, court
decisions or interpretations by the Service will not adversely affect the
opinions rendered herein and the tax consequences to the Trust and holders of
Preferred Securities. It is possible that contrary positions with regard to the
purchase, ownership and disposition of the Preferred Securities may be taken by
the Service and that a court may agree with such contrary positions.
Furthermore, my opinions cannot be relied upon if any of the facts contained in
the documents that I have examined, or if any of the assumptions that I have
made, are, or later become, inaccurate.
My opinion is being furnished in connection with the filing of the
Registration Statements and is limited to the federal income tax issues
specifically considered herein. It is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our written consent. I do
not express any opinion as to any other United States federal income tax issues
or any state or local or foreign tax issues. Although the opinions expressed
herein are based upon my best interpretation of existing sources of law and
represent what I believe a court would properly conclude if presented with these
issues, no assurance can be given that such interpretations would be followed if
they were to become the subject of judicial or administrative proceedings. This
opinion is given as of the date hereof, and I assume no obligation to update
this opinion to reflect any fact or circumstances that may hereafter come to my
attention or any change in any law or regulation that may hereafter occur.
I hereby consent to the use of my name under the caption "United States
Federal Income Tax Considerations" in the Prospectus and the filing of this
opinion with the Commission as an exhibit to the Registration Statements. In
giving this consent, I do not hereby concede that I am within the category of
persons whose consent is required under Section 7 of the Act or the rules and
thereunder.
Very truly yours,
/s/ Dennis E. Ross
Dennis E. Ross