Exhibit 8.5
December 7, 2000
To the Addressees Listed
On Schedule A attached hereto
Re: The Issuance and Sale of $259,000,000
of Class A-1 6.47% Asset Backed Notes, $292,000,000
of Class A-2 6.30% Asset Backed Notes, $397,000,000
of Class A-3 6.21% Asset Backed Notes, $294,000,000
of Class A-4 6.26% Asset Backed Notes, and $38,466,538.08
of 6.48% Asset Backed Certificates by
Chase Manhattan Auto Owner Trust 2000-A
Ladies and Gentlemen:
We have acted as U.S. federal tax counsel ("Federal Tax
Counsel") for Chase Manhattan Bank USA, National Association, a national banking
association organized under the laws of the United States (the "Seller"), in
connection with the issuance and sale of (i) $259,000,000 of Class A-1 6.47%
Asset Backed Notes, (ii) $292,000,000 of Class A-2 6.30% Asset Backed Notes,
(iii) $397,000,000 of Class A-3 6.21% Asset Backed Notes, (iv) $294,000,000 of
Class A-4 6.26% Asset Backed Notes (collectively, the "Notes") and (v)
$38,466,538.08 of 6.48% Asset Backed Certificates (the "Certificates" and,
together with the Notes, the "Securities"), by Chase Manhattan Auto Owner Trust
2000-A, a statutory business trust organized under the Business Trust Act of the
State of Delaware (the "Trust"), pursuant to: (a) with respect to the Notes, the
Indenture, dated as of December 1, 2000 (the "Indenture"), between the Trust and
Wells Fargo Bank Minnesota, National Association, as trustee (the "Indenture
Trustee"); and (b) with respect to the Certificates, the amended and restated
Trust Agreement, dated as of December 1, 2000 (the "Trust Agreement"), between
the Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee").
The Securities will be offered for sale to investors pursuant to the Prospectus
Supplement dated as of December 7, 2000 (the "Prospectus Supplement") to the
Prospectus dated as of December 5, 2000 (the "Prospectus").
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning assigned to such terms in the
Prospectus Supplement.
In delivering this opinion, we have reviewed: (i) the
Prospectus, (ii) the Prospectus Supplement, (iii) a draft of the Indenture, (iv)
a draft of the Trust Agreement, (v) a draft of the Sale and Servicing Agreement
dated as of December 1, 2000 (the "Sale and Servicing Agreement") between the
Seller and the Trust, (vi) forms of the Securities and (vii) the representation
letter to us from the Seller dated as of December 7, 2000 (the "Representation
Letter"). We also have examined such other documents, papers, statutes
and authorities as we have deemed necessary to form the basis for the opinions
expressed herein.
In our examination of such materials, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of copies of documents submitted to us.
We have also assumed that the Indenture, the Trust Agreement, the Sale and
Servicing Agreement and the forms of the Securities as executed and delivered by
the parties thereto will each be in the forms of the drafts examined by us as
set forth above.
As to certain matters of fact relevant to the opinions hereinafter
expressed, we have relied upon the representations and warranties set forth in
the Indenture, the Trust Agreement and the Sale and Servicing Agreement. In
addition we have relied on certain representations made to us by the Seller in
the Representation Letter.
On the basis of the foregoing and assuming, with your permission, that (i)
the Trust is formed and maintained in accordance with the discussion set forth
in the Prospectus and the Prospectus Supplement and is operated in compliance
with the terms of the Trust Agreement, (ii) the terms of the Indenture, the
Trust Agreement and the Sale and Servicing Agreement are not amended, (iii) the
representations made in the Representation Letter are true and accurate in all
material respects, and (iv) the aggregate amount of the Late Fees received or
accrued each year by the Trust on, or with respect to, the Receivables will be
equal to, or less than, five percent (5%) of the aggregate amount of the Late
Fees and interest or other income accrued or received by the Trust on, or with
respect to, the Receivables each such year, we hereby confirm (a) our opinions
(the "Prospectus Opinions") set forth in the Prospectus Supplement under the
caption "Certain Federal Income Tax Consequences" and (b) that, subject to the
qualifications set forth therein, the statements set forth in the Prospectus
Supplement under the caption "Certain Federal Income Tax Consequences," insofar
as such statements purport to constitute summaries of the United States federal
tax law regulations or legal conclusions with respect thereto, constitute
accurate summaries of the matters discussed therein in all material respects.
We express no opinion with respect to the transactions referred to herein
and in the Prospectus or the Prospectus Supplement other than as expressly set
forth herein. The Prospectus Opinions are not binding on the Internal Revenue
Service ("IRS") and the IRS could disagree with the Prospectus Opinions.
Although we believe that the Prospectus Opinions we express herein would be
sustained if challenged, there can be no assurance that this will be the case.
Our opinions are based upon the Code, the Treasury regulations promulgated
thereunder and other relevant authorities and law, all as in effect on the date
hereof. Consequently, future changes in the law may cause the tax treatment of
the transactions referred to herein to be materially different from that
described above.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any law other than the federal law of the United
States.
We hereby consent to the use of this opinion for filing as Exhibit 8.5 to
the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
--------------------------------
SIMPSON THACHER & BARTLETT
Schedule A to the Tax Opinion
Dated December 7, 2000 for
Chase Manhattan Auto Owner Trust 2000-A
Chase Manhattan Bank USA, National Association
802 Delaware Avenue
Wilmington, Delaware 19801
Chase Securities Inc.,
As Representative of the Several
Underwriters named in Schedule I
to the Note Underwriting Agreement
270 Park Avenue
New York, New York 10017
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Fitch IBCA, Inc.
One State Street Plaza
New York, New York 10004
Moody's Investors Service
99 Church Street
New York, New York 10004
Standard & Poor's Ratings Group
26 Broadway
New York, New York 10004
Wells Fargo Bank Minnesota,
National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55480
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890