[KPMG LETTERHEAD]
KPMG Tax ABN: 51 194 880 183
KPMG GPO Box 2291U Telephone: (03) 9288 5666
161 Collins Street Melbourne VIC 3001 Facsimile: (03) 9288 6888
Melbourne VIC 3000 Australia Internet: www.kpmg.com.au
Australia
Mr. Sam Kyriacou
Managing Director
Interstar Securities (Australia) Pty Ltd
PO Box 626
Market Street Post Office Our ref: Interstar-02Millenium1GDC0605-MTL
Melbourne Vic 3007
Contact: Jim Mooney 9288 5891
Standard & Poor's (Australia) Pty Ltd Moody's Investors Service
Level 37 Level 10
120 Collins Street 55 Hunter Street
Melbourne Vic 3000 Sydney NSW 2000
Australia
Perpetual Trustee Company Limited
Level 4 Barclays Bank PLC
333 Collins Street as Placement Agent
Melbourne Vic 3000 5 The North Colonnade
Canary Wharf
Fitch Inc. London E14 4BB
The Chifley Tower United Kingdom
2 Chifley Square
Sydney NSW 2000
7 June 2001
Dear Sirs:
INTERSTAR MILLENNIUM SERIES 2002-1G TRUST
We have reviewed the taxation information contained in the following draft
documents for the Interstar Millennium Series 2002-1G Trust as provided to us
('documents'):
(a) the Master Trust Deed;
(b) the Notice of Creation of Trust for the Trust;
(c) the Series Notice;
(d) the Note Trust Deed;
(e) the Agency Agreement;
(f) a copy of the Prospectus as filed with the Securities and Exchange
under the US Securities Act of 1933; and
(g) the Dealer Agreement.
[KPMG LETTERHEAD]
[KPMG LETTERHEAD] INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
Interstar Millennium Series 2002-1G Trust
7 June 2001
For the purposes of giving this opinion we have assumed that where documents
have been submitted to us in draft form they will be executed in the form of
that draft.
On the understanding that no changes will be made to the documents, or to the
structure of the program, we advise as follows:
o we have reviewed the documents;
o our review was limited to the correctness of taxation information contained
in the documents, including information relating to income tax, withholding
tax and goods and services tax but excluding stamp duty;
o our review is limited to the Australian taxation consequences of an
investment in the Trust;
o we have not considered the application of the taxation laws of foreign
jurisdictions; and in particular we express no opinion as to the laws of
England or the United States;
o in our opinion, the taxation disclosures contained in the documents are not
misleading by misstatement or omission. This opinion is limited to taxation
matters only;
o the taxation information assumes the continuance of taxation laws as at the
date of the offer, and does not include an analysis of potential future
taxation amendments. The ultimate interpretation of laws rests with the
Courts and current interpretation may be subject to amendment during the
currency of this product;
o we note that under the Review of Business Taxation recommendations it was
proposed that from 1 July 2001, some trusts were to be taxed as if they were
companies. The Federal Government released exposure draft legislation in
relation to these proposed measures, however, due to various complications
with the rules contained in the draft legislation, it has since been
withdrawn. There is uncertainty as to whether the Federal Government will
release further draft legislation. The progress and application of any
future legislation will need to be monitored;
o we note that the documentation provides that non-residents may subscribe for
notes in the Millennium Trust. We have reviewed the Prospectus and are
satisfied that the non-resident noteholders will not be subject to interest
withholding tax as the notes are issued in accordance with requirements of
section 128F of the Income Tax Assessment Act 1936;
o we have had no involvement in the preparation of any other part of the
documentation and, therefore, we make no representation or warranties as to
the completeness, accuracy or otherwise of information in the documentation
other than references to taxation matters.
Interstar-02Millenium1GDC0605-MTL
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[KPMG LETTERHEAD] INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
Interstar Millennium Series 2002-1G Trust
7 June 2001
DISCLAIMERS
GENERAL TAX REFORM
Our tax opinion is based on current taxation law as at the date our tax opinion
is provided. You will appreciate that the tax law is frequently being changed,
both prospectively and retrospectively. A number of key tax reform measures have
been implemented, a number of other key reforms have been deferred and the
status of some key reforms remains unclear at this stage.
Unless special arrangements are made, this tax opinion will not be updated to
take account of subsequent changes to the tax legislation, case law, rulings and
determinations issued by the Australian Commissioner of Taxation or other
practices of taxation authorities. It is your responsibility to take further
advice, if you are to rely on our tax opinion at a later date.
We are, of course, unable to give any guarantee that our interpretation will
ultimately be sustained in the event of challenge by the Australian Commissioner
of Taxation.
GST
This tax opinion is based upon A New Tax System (Goods and Services Tax) Act
1999 together with subsequent amendments up to the date of this letter. Our tax
opinion is made in the absence of judicial guidance as to how the law will be
interpreted in Australia to properly resolve many of the difficult questions of
construction that arise. Our comments should be read with this in mind.
THIRD PARTY
Our tax opinion is made specifically for the addressees listed above.
Accordingly, neither the firm nor any member or employee of the firm undertakes
responsibility in any way whatsoever to any other person or company for any
errors or omissions in the tax opinion given, however caused.
Investors should seek their own taxation advice in relation to their investment
in the Trust.
Interstar-02Millenium1GDC0605-MTL
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[KPMG LETTERHEAD] INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
Interstar Millennium Series 2002-1G Trust
7 June 2001
CONSENT
We consent to the filing of this letter as an exhibit to the Registration
Statement on Form S-11 filed with the prospectus, without admitting that we are
"experts" within the meaning of the Securities Act of 1933 of the rules and
regulations of the Commission issued under that Act with respect to any part of
the Registration Statement, including this exhibit.
Yours sincerely,
/s/ Jim Mooney
- ----------------
Jim Mooney
Partner
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Interstar-02Millenium1GDC0605-MTL