October 30, 2001
To the Addressees Listed
On Schedule A attached hereto
Re: The Issuance and Sale of
$280,000,000 of Class A-1 2.18% Asset Backed Notes,
$300,000,000 of Class A-2 2.44% Asset Backed Notes,
$365,000,000 of Class A-3 3.09% Asset Backed Notes,
$322,380,000 of Class A-4 3.80% Asset Backed Notes, and
$32,503,047 of 3.75% Asset Backed Certificates by
Chase Manhattan Auto Owner Trust 2001-B
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Ladies and Gentlemen:
We have acted as United States 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) $280,000,000 of Class
A-1 2.18% Asset Backed Notes, (ii) $300,000,000 of Class A-2 2.44% Asset Backed
Notes, (iii) $365,000,000 of Class A-3 3.09% Asset Backed Notes, (iv)
$322,380,000 of Class A-4 3.80% Asset Backed Notes (collectively, the "Notes")
and (v) $32,503,047 of 3.75% Asset Backed Certificates (the "Certificates" and,
together with the Notes, the "Securities"), by Chase Manhattan Auto Owner Trust
2001-B, 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 November 1, 2001 (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 November 1, 2001 (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 (the "Prospectus Supplement") to the Prospectus dated as of July 6,
2001 (the "Prospectus").
-2- October 30, 2001
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) the Indenture, (iv) the Trust
Agreement, (v) the Sale and Servicing Agreement dated as of November 1, 2001
(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 October 30, 2001 (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.
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.
-3- October 30, 2001
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.
Very truly yours,
SIMPSON THACHER & BARTLETT
Schedule A to the Tax Opinion
Dated October 30, 2001 for
Chase Manhattan Auto Owner Trust 2001-B
Chase Manhattan Bank USA, National Association
White Clay Center Building 200
Newark, Delaware 19801
J.P. Morgan 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
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Fitch, 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
55 Water Street
New York, New York 10041
Wells Fargo Bank Minnesota
National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890