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EXHIBIT 8.1
September 9, 1996
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
Yorba Linda, California 92687
Re: Fleetwood Credit 1996-B Grantor Trust
Asset Backed Certificates
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Dear Sirs:
We have acted as special federal income tax counsel to Fleetwood Credit
Receivables Corp. (the "Company"), a California corporation and a wholly owned
subsidiary of Fleetwood Credit Corp. ("Fleetwood Credit"). You have asked our
opinion in connection with certain federal income tax matters arising under the
Company's Registration Statement on Form S-1 (No. 333-10835) (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended.
As such special counsel, we have examined originals or copies
identified to our satisfaction as being true copies or originals of the
following:
1. The Registration Statement;
2. The Articles of Incorporation and Bylaws of the Company
and Fleetwood Credit, in each case as now in effect;
3. The Pooling and Servicing Agreement dated as of
September 1, 1996 (the "Agreement") among the Company,
as seller, Fleetwood Credit Corp, as servicer (in such
capacity, the "Servicer"), and The Chase Manhattan Bank,
as trustee (the "Trustee"); and
4. The Receivables Purchase Agreement dated as of September
1, 1996 (the "Receivables Purchase Agreement") between
Fleetwood Credit and the Company.
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We understand that the structure of the proposed transaction is as set
forth in the Registration Statement. Pursuant to the Receivables Purchase
Agreement, Fleetwood Credit will transfer certain retail installment sale
contracts secured by new and used recreational vehicles (the "Receivables")
generated in the ordinary course of its business to the Company. The Company
will in turn transfer the Receivables to the Fleetwood Credit 1996-B Grantor
Trust (the "Trust") which will be formed pursuant to the Agreement and will
cause Asset Backed Certificates (the "Certificates") to be issued thereunder.
The Certificates will represent undivided interests in the assets of the Trust
and will consist of one class of senior certificates (the "Class A
Certificates") and one class of subordinated certificates (the "Class B
Certificates"). The Company will sell the Class A Certificates and the Class B
Certificates to ___________. The Trustee will hold legal title to the
Receivables and other assets of the Trust for the benefit of the
Certificateholders, but will have no power to reinvest proceeds attributable to
the Receivables or other assets of the Trust or to vary investments in the
Trust in any manner.
In rendering this opinion, we have relied, as to factual matters,
solely upon the Registration Statement and on representations of the Servicer
that, among other things, the Servicing Fee to be received by the Servicer
pursuant to the Agreement will be an ordinary and customary charge for the
performance of management and servicing functions described in the Agreement
and that the terms of the Receivables Purchase Agreement and the Agreement are
fair and arm's-length. Our opinion is subject to the qualification that facts
materially different from those set forth above may affect the opinion as
expressed herein or prevent us from rendering it. Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Agreement.
Our opinion is based upon our analysis of existing statutes and
regulations, both promulgated and proposed, as presently interpreted by
judicial and administrative bodies. Such statutes, regulations, rulings and
interpretations are subject to change and such changes could result in tax
consequences different than those set forth below. We note that neither
Fleetwood Credit nor the Company has requested a ruling from the Internal
Revenue Service as to the matters covered by our opinion.
On the basis of the foregoing and in reliance thereon and our
consideration of such other matters of fact and questions of law as we have
deemed necessary, we are of the opinion that subject to the qualifications
referred to herein, the Trust will be classified as a "grantor" trust and not
as an association taxable as a corporation for federal income tax purposes.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the captions "Certain Legal Aspects of the Receivables -- Certain
Bankruptcy Considerations", "Certain Federal Income Tax Consequences -- Tax
Status of the Trust" and "-- Stripped Bonds and Stripped Coupons" and "Legal
Opinions." In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ BROWN & WOOD LLP
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