[LOGO OMITTED]
KPMG
KPMG Tax
ABN: 51 194 660 183
KPMG
161 Collins Street GPO Box 2291U Telephone: (03) 9288 5555
Melbourne VIC 3000 Melbourne VIC 3001 Facsimile: (03) 9288 6666
Australia Australia Internet: www.kpmg.com.au
Mr Sam Kyriacou The Directors
Managing Director Perpetual Trustee Company Limited
Interstar Securities (Australia) Pty Ltd Level 9
Interstar Securitisation Management Pty Ltd 9 Castlereagh Street
PO Box 626 Sydney NSW 2000 Contact Jim Mooney 9288 5891
Melbourne Vic 3007
Standard & Poor's (Australia) Pty Ltd Fitch Australia Pty Ltd
Level 37 The Chiefly Tower
120 Collins Street Lever 29
Melbourne Vic 3000 2 Chiefly Square
Sydney NSW 2000
The Directors Macquarie Bank Limited
Perpetual Trustees Victoria Limited Level 1
Level 28 No 1 Martin Place
360 Collins Street Sydney NSW 2000
Melbourne VIC 3000
National Australia Bank Limited
Level 27
255 George Street
Sydney NSW 2000
25 September 2003
Dear Sirs
INTERSTAR MILLENNIUM SERIES 2003-5G TRUST
CLASS A2 AND B1 NOTES
We have reviewed the taxation information contained in the draft documents for
the Class A2 and B1 Notes for the Interstar Millennium Series 2003-5G Trust
('the Trust') as provided to us ('documents'):
o the Master Trust Deed;
o ISDA Master Agreements for Interest Rate and Currency Rate Swaps and
Schedules to these Agreements; and
o the Prospectus.
[LOGO OMITTED]
KPMG, KPMG, an Australian partnership, is a
member of KPMG International, a Swiss
Association
[LOGO OMITTED]
KPMG
INTERSTAR MILLENNIUM SERIES 2003-5G TRUST
Class A2 and B1 Notes
25 September 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 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-owned group member is
joint and severally liable to pay the consolidated group's income tax
liabilities;
[LOGO OMITTED]
KPMG
INTERSTAR MILLENNIUM SERIES 2003-5G TRUST
Class A2 and B1 Notes
25 September 2003
It is understood that the Challenger group of companies (the Challenger
Group) will, or has, elected to consolidate its wholly owned subsidiaries
and that Challenger Financial Services Group Limited (a company within the
Challenger Group) will exercise a call option to acquire all of the issued
shares in Interstar Securities Holding Pty Limited which is the parent
company of Interstar Securities (Australia) Pty Limited and various other
Interstar companies (the Interstar Group) and so the Challenger Group, as a
consolidated group, will acquire the Interstar Group (see section titled
'THE ISSUER TRUSTEE, THE TRUST MANAGER AND THE SERVICER' of the subsection
titled `The Servicer' of the draft Prospectus of the Interstar Millennium
Series 2003-5G for additional information regarding the call option referred
to in this paragraph). This action by Challenger in respect of Interstar
Group will not, however, bring the Trust into the Challenger consolidated
group as the Trust will not be a wholly owned subsidiary of Challenger. This
conclusion is premised on the fact that a party other than Challenger or a
related Challenger group entity will hold all of the issued Residual Capital
Unit interests of the Trust. As a non-related Unitholder of the Trust
exists, the Trust cannot therefore be consolidated and thus is not and
cannot be jointly and severally liable for the Challenger group's income tax
liabilities; and
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.
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.
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.
[LOGO OMITTED]
KPMG
INTERSTAR MILLENNIUM SERIES 2003-5G TRUST
Class A2 and B1 Notes
25 September 2003
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.
Should you have any queries in relation to this matter, please do not hesitate
to contact me on 9288 5891.
Yours sincerely
/s/ James Mooney
Jim Mooney
Partner