EXHIBIT 8.1
August 11, 2003
Capital Auto Receivables, Inc.
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
Re: Federal Income Tax Consequences
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special
counsel to Capital Auto Receivables, Inc. (the "Seller") and General Motors
Acceptance Corporation ("GMAC") in connection with the issuance of $150,000,000
aggregate principal amount of Class A-1a 1.77% Asset Backed Notes (the "Class
A-1a Notes"), $980,000,000 aggregate principal amount of Class A-1b Floating
Rate Asset Backed Notes (the "Class A-1b Notes" and, together with the Class
A-1a Notes, the "Class A-1 Notes"), $125,000,000 aggregate principal amount of
Class A-2a 2.35% Asset Backed Notes (the "Class A-2a Notes"), $525,000,000
aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), $350,000,000 aggregate principal amount of Class A-3a 2.96% Asset
Backed Notes (the "Class A-3a Notes"), $470,000,000 aggregate principal amount
of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and,
together with the Class A-3a Notes, the "Class A-3 Notes"), $150,500,000
aggregate principal amount of Class A-4a 3.40% Asset Backed Notes, (the "Class
A-4a Notes"), $105,000,000 aggregate principal amount of Class A-4b Floating
Rate Asset Backed Notes (the "Class A-4b Notes" and, together with the Class
A-4a Notes the "Class A-4 Notes"; the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, and the Class A-4 Notes referred to collectively herein as the
"Notes") by Capital Auto Receivables Asset Trust 2003-3 (the "Trust"), pursuant
to an Indenture (the "Indenture"), between the Trust and Bank One, National
Association, as Indenture Trustee (the "Indenture Trustee") and $88,331,568.24
initial certificate balance of Asset Backed Certificates (the "Certificates") by
the Trust, pursuant to a Trust Agreement (the "Original Trust Agreement"), dated
as of July 29, 2003, to be amended and restated as of the Issuance Date (the
"Trust Agreement"), between the Seller and Deutsche Bank Trust Company Delaware,
as Owner Trustee (the "Owner Trustee").
The Trust intends to issue the Notes and the Certificates on or about
August 14, 2003 (the "Issuance Date"). In arriving at the opinions expressed
below, among other things, we have examined and relied, to the extent we deem
proper, on the following documents:
Capital Auto Receivables, Inc.
August 11, 2003
Page 2
(i) a copy of the registration statement filed with the
Securities and Exchange Commission (the "Commission") pursuant
to Rule 415 under the Securities Act of 1933, as amended (the
"Act"), on Amendment No. 1 to Form S-3 (File No. 333-105077)
on May 16, 2003 with respect to asset-backed notes and
certificates, including the Notes and the Certificates, to be
issued and sold in series from time to time, in the form in
which it became effective, including the exhibits thereto;
(ii) a copy of a form of prospectus supplement relating to the
Notes substantially in the form to be filed with the
Commission pursuant to Rules 424(b)(5) and 424(c) under the
Act (the "Prospectus Supplement") and the prospectus, dated
August 5, 2003, relating thereto (the "Base Prospectus" and,
together with the Prospectus Supplement, the "Prospectus");
(iii) a form of offering memorandum relating to the
Certificates intended to be exempt from the registration
requirements of the Act;
(iv) the Original Trust Agreement and a form of the Trust
Agreement;
(v) a form of the Trust Sale and Servicing Agreement, among
the Seller, GMAC, as Servicer, and the Trust (the "Trust Sale
and Servicing Agreement");
(vi) a form of the Indenture;
(vii) a form of the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), between GMAC and the
Seller; and
(viii) such other documents as we have deemed necessary for
the expression of the opinions contained herein (collectively,
the documents described in clauses (iii) through (vii) are
referred to herein as the "Transaction Documents").
In arriving at the opinion expressed below, we have examined and
relied, to the extent we deemed proper, on the Transaction Documents. In our
examination, we have assumed that the Transaction Documents will be executed in
the form submitted to us on or before the Issuance Date, and we have assumed the
enforceability of all Transaction Documents. We have also assumed, without
independent verification, that the facts and representations and warranties in
the documents upon which we relied are true and correct, and that the
transactions contemplated by such documents will be consummated strictly in
accordance with their terms.
Capital Auto Receivables, Inc.
August 11, 2003
Page 3
In rendering our opinion, we have also considered and relied upon the
Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings,
judicial decisions, regulations, and such other authorities (including Treasury
regulations) as we have deemed appropriate, all as in effect on the date hereof
and all of which are subject to change or different interpretation. However, we
will not seek a tax ruling from the Internal Revenue Service (the "IRS") with
respect to any of the matters discussed herein. Moreover, the statutory
provisions, regulations, interpretations and other authorities upon which our
opinion is based are subject to change, and such changes could apply
retroactively. In addition, there can be no assurance that positions contrary to
those stated in our opinion will not be taken by the IRS. Our opinion is in no
way binding on the IRS or any court, and it is possible that the IRS or a court
could, when presented with these facts, reach a different conclusion. We express
no opinion herein as to any laws other than federal law of the United States of
America. In rendering such opinions, we have assumed that the Trust will be
operated in accordance with the terms of the Trust Agreement, the Trust Sale and
Servicing Agreement, the Pooling and Servicing Agreement and the Indenture.
Based on and subject to the foregoing, we are of the opinion that under
the existing tax laws of the United States of America, although no transaction
closely comparable to those contemplated herein has been the subject of any
Treasury regulation, revenue ruling, or judicial decision, for United States
federal income tax purposes:
(i) the statements in the Base Prospectus under the caption
"Federal Income Tax Consequences" and in the Prospectus
Supplement under the caption "Federal Income Tax
Consequences," to the extent that they constitute matters of
law or legal conclusions, have been prepared or reviewed by us
and are correct in all material respects;
(ii) the Notes will be characterized as indebtedness; and
(iii) the Trust will not be taxable as an association or
publicly traded partnership taxable as a corporation, but
instead will be classified as a partnership.
Except for the opinions expressed above, we express no opinion as to
any other tax consequences of the transaction to any party under federal, state,
local, or foreign laws. In addition, we express no opinion as to the laws of any
jurisdiction other than the federal laws of the United States of America to the
extent specifically referred to herein. This letter is limited to the specific
issues addressed herein and the opinions rendered above are limited in all
respects to laws and facts existing on the date hereof. By rendering these
opinions, we do not undertake to advise you with respect to any other matter or
of any change in such laws or facts or in the
Capital Auto Receivables, Inc.
August 11, 2003
Page 4
interpretations of such laws which may occur after the date hereof or as to any
future action that may become necessary to maintain the character of the Notes
as indebtedness or the Trust as a partnership for federal income tax purposes.
We hereby consent to the filing of this opinion with Form 8-K in
connection with the sale of the Notes and the Certificates and to the reference
to our firm in the Base Prospectus under the captions "Federal Income Tax
Consequences" and "Legal Opinions" and in the Prospectus Supplement under the
captions "Tax Status," in the Summary, and "Federal Income Tax Consequences." In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
KIRKLAND & ELLIS LLP