EXHIBIT 8.2
November 17, 2004
Capital Auto Receivables, Inc.
200 Renaissance Center
Detroit, Michigan 48265
Central Originating Lease Trust
c/o Central Originating Lease, LLC
200 Renaissance Center
Detroit, Michigan 48265
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"), and Central Originating Lease
Trust, a Delaware statutory 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).
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 "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 that 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.
November 17, 2004
Page 2
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 ("GMAC"), as a CARAT
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 statutory
trust or common law trust to be formed by the Company pursuant to a CARAT Trust
Agreement (each, a "CARAT Trust Agreement") between the Company and a CARAT
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
CARAT Indenture (each, a "CARAT Indenture") between the CARAT Trust and a CARAT
Indenture Trustee to be specified in the related Secured Note Prospectus
Supplement, (2) a CARAT Pooling and Servicing Agreement (each, a "CARAT Pooling
and Servicing Agreement") between GMAC and the Company, and (3) a CARAT Trust
Sale and Servicing Agreement (each, a "CARAT Trust Sale and Servicing
Agreement") between the CARAT Trust, the Company and General Motors Acceptance
Corporation, as CARAT servicer. The Certificates of any CARAT Trust will be
issued pursuant to a CARAT Trust Agreement. The Secured Notes will be issued by
COLT to GMAC pursuant to a COLT Indenture (each, a "COLT Indenture") between
COLT and a COLT Indenture Trustee to be specified in the related Secured Note
Prospectus, and will be sold and assigned by GMAC to the Company pursuant to a
CARAT Pooling and Servicing Agreement and by the Company to a CARAT Trust
pursuant to a CARAT 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,
(a) (i) the form of CARAT Indenture (including the form of Notes and
Certificates), (ii) the form of CARAT Pooling and Servicing Agreement, (iii) 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 "Trust Certificate")), (iv) the form of CARAT Trust Sale and
Servicing Agreement and (v) the form of CARAT Administration Agreement between
the related CARAT Owner Trustee, the related CARAT Indenture Trustee and GMAC,
as administrator (collectively, the "CARAT Transfer and Servicing Agreements")
and (b) (i) the form of COLT Indenture (including the form of Secured Notes),
(ii) the form of COLT Sale and Contribution Agreement between GMAC and COLT
pursuant to which the lease assets securing the secured notes will be sold by
COLT to GMAC, (iii) the form of COLT Servicing Agreement between GMAC and a COLT
Indenture Trustee and (iv) the form of COLT
November 17, 2004
Page 3
Custodian Agreement between GMAC and COLT (collectively, the "COLT Agreements").
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 COLT Agreements
and the CARAT 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 COLT Agreements and the CARAT Transfer and Servicing
Agreements and the COLT 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 - - Tax Status"
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 Notes or Certificates,
we hereby confirm and adopt such opinion herein. We also note the Secured Note
Basic Prospectus, the Secured Note Prospectus Supplement and the operative
documents related thereto filed as Exhibits to Registration Statements do not
relate to a specific transaction. Accordingly, the above-referenced description
of federal income tax consequences may require modification in the context of
any 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.
Sincerely,
MAYER, BROWN ROWE & MAW, LLP
EAR/JSH/WAL