[LETTERHEAD OF KIRKLAND & ELLIS]

                             200 East Randolph Drive
                             Chicago, Illinois 60601

                                 (312) 861-2000                     Facsimile:
                                                                 (312) 861-2200
                                www.kirkland.com



                                January 30, 2003

                                                                    EXHIBIT 8.1

World Omni Auto Receivables LLC
190 Jim Moran Boulevard
Deerfield Beach, Florida 33442

     Re:  World Omni Auto Receivables LLC Pre-Effective Amendment No. 1 to
          Registration Statement on Form S-3 (No. 333-100621)

     We have acted as special counsel to World Omni Auto Receivables LLC, a
Delaware limited liability company (the "Company"), in connection with the
above-referenced Pre-Effective Amendment No. 1 to Registration Statement
(together with the exhibits and any amendments thereto and the prospectus
supplement 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") to be
sold from time to time in one or more series in amounts to be determined at the
time of sale and to be set forth in one or more Supplements (each, a "Prospectus
Supplement") to the Prospectus (the "Prospectus") included in the Registration
Statement.

     As described in the Registration Statement, the Securities of each series
will be issued by a trust to be formed with respect to such series (a "Trust").
Each Trust will be a Delaware business trust or common law trust to be formed by
the Company pursuant to a Trust Agreement (each, a "Trust Agreement") between
the Company and an Owner Trustee to be specified in the related Prospectus
Supplement. Each series of Securities issued by a Trust may include one or more
classes of Asset Backed Notes (the "Notes") and one or more classes of Asset
Backed Certificates (the "Certificates"). The Notes of any Trust will be issued
pursuant to an Indenture (each, an "Indenture") by and between such Trust and an
Indenture Trustee to be specified in the related Prospectus Supplement and a
Sale and Servicing Agreement by and among such Trust, the Company and World Omni
Financial Corp., as servicer (each, a "Sale and Servicing Agreement"). The
Certificates of any Trust will be issued pursuant to a Trust 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
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 Indenture, (ii) the form of Trust Agreement (including the form of



World Omni Auto Receivables LLC
January ___, 2003
Page 2


Certificate of Trust to be filed pursuant to the Delaware Business Trust Act
included as an exhibit thereto (a "Trust Certificate")), (iii) the form of Sale
and Servicing Agreement, (iv) the form of Receivables Purchase Agreement between
World Omni Financial Corp. and the Company, and (vi) the form of Administration
Agreement among the related Trust, the related Indenture Trustee and World Omni
Financial Corp. as administrator (collectively, the "Operative Documents"). We
have examined such other documents and such matters of law, including the form
of Underwriting Agreement to be executed by the Company and the representatives
of the several underwriters to be parties thereto, as filed as an exhibit to the
Registration Statement, 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 Operative Documents 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 Operative Documents in fact occur
in accordance with the terms thereof, we are of the opinion that the discussion
presented in the Prospectus forming part of the Registration Statement under the
caption "Federal Income Tax Consequences" is based upon reasonable
interpretations of existing U.S. federal tax law. 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