MAYER, BROWN, ROWE & MAW
190 South La Salle Street
Chicago, Illinois 60603-3441
MAIN TELEPHONE
(312) 782-0600
MAIN FAX
(312) 701-7711
September 16, 2002
To the Persons Listed on
Schedule A attached hereto
Re: Capital One Auto Finance Trust 2002-B
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Class A Notes Federal Tax Opinion
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Ladies and Gentlemen:
We have acted as special federal tax counsel for Capital One Auto
Receivables, LLC ("COAR") and Wilmington Trust Company, not in its individual
capacity but solely as owner trustee for Capital One Auto Finance Trust 2002-B,
a Delaware common law trust (the "Owner Trustee" or the "Trust"), in connection
with the issuance and sale of Class A-1 Asset Backed Notes (the "Class A-1
Notes"), Class A-2-A Asset Backed Notes (the "Class A-2-A Notes"), Class A-2-B
Asset Backed Notes (the "Class A-2-B Notes"), Class A-3-A Asset Backed Notes
(the "Class A-3-A Notes"), Class A-3-B Asset Backed Notes (the "Class A-3-B
Notes"), Class A-4-A Asset Backed Notes (the "Class A-4-A Notes") and Class
A-4-B Asset Backed Notes (the "Class A-4-B Notes"; together with the Class A-1
Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes, Class A-3-B
Notes and Class A-4-A Notes, the "Notes"), to be issued pursuant to the
Indenture, dated as of September 16, 2002 (the "Indenture"), between the Owner
Trustee and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture Trustee").
Capitalized terms not otherwise defined herein are used as defined in the
Indenture.
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of our opinions, including: (i) the Prospectus, dated June 14, 2002
(the "Prospectus") and the Prospectus Supplement (to the Prospectus), dated
September 4, 2002 (the "Prospectus Supplement"), relating to the Notes, as filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended; (ii) the
Mayer, Brown, Rowe & Maw is a U.S. General Partnership. We Operate in
Combination with our Associated English Partnership in the Offices Listed Below.
Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles
Manchester New York Palo Alto Paris Washington
INDEPENDENT MEXICO CITY CORRESPONDENT: Jauregui, Navarrete, Nader y Rojas, S.C.
MAYER, BROWN, ROWE & MAW
September 16, 2002
Page 2
Indenture; (iii) the Transfer and Assignment Agreement; (iv) the Contribution
Agreement; (v) the Trust Agreement; (vi) the Amended and Restated Limited
Liability Company Agreement of COAR; (vii) the Officer's Certificate of COAR
attached hereto as Exhibit A; (viii) specimens of the Notes and (ix) specimens
of the Certificates (collectively the "Operative Documents").
The opinions set forth herein are based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), 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. The statutory provisions, regulations and
interpretations on which our opinions are based are subject to change, which
changes could apply retroactively. In addition, there can be no assurance that
positions contrary to those stated in our opinions may not be taken by the IRS.
Based upon the foregoing and assuming that the Operative Documents are
executed and delivered in substantially the form we have examined and that the
transactions contemplated to occur under the Operative Documents in fact occur
in accordance with the terms thereof, it is our opinion that
1. the Notes will be treated as debt for United States federal income tax
purposes; and
2. the Trust will not be classified for federal income tax purposes as an
association or publicly traded partnership taxable as a corporation
The scope of these opinions are expressly limited to the issues set forth
herein and are limited in all respects to laws and facts existing on the date
hereof. We express no opinion with respect to any other taxes or collateral tax
consequences with respect to the Receivables or the Trust.
Very truly yours,
/s/ Mayor, Brown, Rowe & Maw
MAYER, BROWN, ROWE & MAW
Schedule A
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Standard & Poor's Ratings Services
55 Water Street
40th Floor
New York, NY 10041
Fitch, Inc.
One State Street Plaza
New York, NY 10004
Wachovia Securities, Inc.
as Representative of
the several Underwriters
NC0610
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288-0610
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
JPMorgan Chase Bank
Individually and as Indenture Trustee
450 West 33rd Street
14th Floor
New York, NY 10001
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Capital One Auto Finance, Inc.
2890 Fairview Park Drive
Falls Church, VA 22402
Capital One Auto Receivables, LLC
2890 Fairview Park Drive
Falls Church, VA 22402