[KPMG LETTERHEAD]
Our ref Interstar03-SignoffNW0701-MTL
Contact Jim Mooney 03 9288 5891
Mr Sam Kyriacou
Managing Director
Interstar Securities (Australia) Pty Ltd
PO Box 626
Market Street Post Office
Melbourne Vic 3007
Moody's Investors Service Barclays Bank PLC
Level 10 as Placement Agent
55 Hunter Street 5 The North Colonnade
Sydney NSW 2000 Canary Wharf
Australia London E14 4BB
United Kingdom
The Directors
Perpetual Trustees Victoria Limited
Level 7
39 Hunter Street
Sydney NSW 2000
16 January 2003
Dear Sirs
INTERSTAR MILLENNIUM SERIES 2003-1G TRUST
We have reviewed the taxation information contained in the following draft
documents for the Interstar Millennium Series 2003-1G Trust ('the Trust') as
provided to us ('documents'):
o Prospectus;
o Security Trust Deed;
o Series Notice;
o Agency Agreement;
o Note Trust Deed; and
o Master Trust Deed.
[KPMG LOGO] INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
Interstar Millenium Series 2002-2 Trust
16 January 2003
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 substantial 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;
o in our opinion, the taxation disclosures contained in the documents are
not misleading by misstatement or omission. This opinion is limited to
relevant Australian 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 Federal Government has released various Parliamentary
Bills and Legislation (with respect to some aspects) in relation to a
new Tax Consolidation regime to apply from 1 July 2002. The head
company of a tax consolidated group will be liable for income tax in
respect of itself and all of its wholly-owned group members. Where,
however, the head company fails to meet its income tax liabilities,
each wholly-owned group member is joint and severally liable to pay the
consolidated group's income tax liabilities.
It is our understanding that it is not the current intention of the Trustee or
the Trust Manager that an election to consolidate be made and thus no intention
that the Trust form part of a tax consolidated group. On the basis that this
remains the case, the Trust would not be liable to pay the income tax
liabilities of other group members.
[KPMG LOGO] INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
Interstar Millenium Series 2002-2 Trust
16 January 2003
o we are satisfied the notes will be exempt from interest withholding
tax, provided they are issued in accordance with section 128F of the
Income Tax Assessment Act 1936 as outlined in the documents;
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.
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.
[KPMG LOGO] INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
Interstar Millenium Series 2002-2 Trust
16 January 2003
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 or 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