November 17, 2004

                                                                     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. 333-120252)
                  Central Originating Lease Trust
                  Registration Statement on Form S-1 (No. 333-120252-01)

            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). The third 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 will be issued in series. Each
series of CARAT Notes and CARAT Certificates will be issued by a Delaware
statutory 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



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November 17, 2004
Page 2

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 Statutory 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 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



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November 17, 2004
Page 3

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 LLP