Mr Sam Kyriacou Standard & Poor's (Australia) Pty Ltd
Managing Director Level 37
Interstar Securities (Australia) Pty Ltd 120 Collins Street
Interstar Securitisation Management Pty Ltd Melbourne Vic 3000
PO Box 626 Our ref Interstar-SignoffEC2305-MTLcleanpdf
Market Street Post Office
Melbourne Vic 3007 Contact Jim Mooney 9288 5891
Moody's Investors Service Barclays Capital Inc.
Level 10 5 The North Colonnade
55 Hunter Street Canary Wharf
Sydney NSW 2000 London E14 4BB
Australia
The Directors The Bank of New York
Perpetual Trustees Victoria Limited New York Branch
Level 7 101 Barclay Street
39 Hunter Street New York
Sydney NSW 2000 New York 10286
23 May 2003
Dear Sirs
INTERSTAR MILLENNIUM SERIES 2003-3G TRUST
CLASS A2 AND B1 NOTES
We have reviewed the taxation information contained in the following draft
documents for the Class A2 and B1 Notes for the Interstar Millennium Series
2003-3G Trust (`the Trust') as provided to us (`documents'):
o the Prospectus;
o the Security Trust Deed;
o the Series Notice;
o the Agency Agreement;
o the Note Trust Deed;
o the Information Memorandum;
o the Notice of Creation of Trust;
INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
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23 May 2003
o the Master Trust Deed; and
o the ISDA Master Agreements for Interest Rate and Currency Rate Swaps and
Schedules to these Agreements.
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 documentation provides that non-residents may subscribe
for notes issued by the Trustee as Trustee of the 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 note that the Federal Government has released Legislation 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 its wholly-owned group members. Where, however, the head company
fails to meet its income tax liabilities, each wholly-
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Interstar Millennium Series 2003-3G Trust
23 May 2003
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;
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.
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INTERSTAR SECURITIES (AUSTRALIA) PTY LTD
Interstar Millennium Series 2003-3G Trust
23 May 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
Jim Mooney
Partner