March 2, 1998
Cendant Corporation
Cendant Capital I
c/o Cendant Corporation
6 Sylvan Way
Parsipanny, New Jersey 07054
Re: Offering of Trust Preferred Securities and FELINE
PRIDES(service mark) (Registration Statement No. 333-45227)
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Ladies and gentlemen:
We have acted as tax counsel to Cendant Corporation, a corporation
organized under the laws of the state of Delaware (the "Company"), and Cendant
Capital I, a statutory business trust formed under the Business Trust Act of
the State of Delaware (the "Trust"), in connection with above-captioned
registration statement on Form S-3, as subsequently amended (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") for the purpose of registering (i) Trust Originated Preferred
Securities representing undivided beneficial interests in the assets of the
Trust (the "Preferred Securities"), (ii) Debentures issued by the Company to
the Trust in connection with the sale of the Preferred Securities (the
"Debentures"), and (iii) FELINE PRIDES(sm) consisting of (A) units (referred to
as Income PRIDES(sm)) initially comprised of stock purchase contracts (the
"Purchase Contracts") and beneficial ownership of Preferred Securities and (B)
units (referred to as Growth PRIDES(sm)) initially comprised of Purchase
Contracts and beneficial ownership of zero-coupon U.S. Treasury Securities, as
described in the Prospectus Supplement dated February 24, 1998, forming a part
of such Registration Statement (the "Prospectus Supplement").
Cendant Corporation
Cendant Capital I
March 2, 1998
Page 2
In rendering our opinion, we have participated in the preparation of
the Registration Statement and the Prospectus Supplement. Our opinion is condi-
tioned on, among other things, the initial and continuing accuracy of the
facts, information, covenants and representations set forth in the
Registration Statement, the Prospectus Supplement and certain other documents
and the statements and representations made by officers of the Company. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents. We also have assumed that the transactions related to the
issuance of the Preferred Securities, the Debentures, and the FELINE PRIDES
will be consummated in the manner contemplated by the Registration Statement
and the Prospectus Supplement.
In rendering our opinion, we have considered the current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations promulgated thereunder, judicial decisions and Internal Revenue
Service rulings, all of which are subject to change, which changes may be
retroactively applied. A change in the authorities upon which our opinion is
based could affect our conclusions. There can be no assurance, moreover, that
any of the opinions expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court.
Based solely upon the foregoing, we are of the opinion that, under
current United States federal income tax law:
(1) The Trust will be classified as a grantor trust and not as an
association taxable as a corporation for United States federal income
tax purposes;
(2) The Debentures will be classified as indebtedness of the Company for
United States federal income tax purposes, and the Company will be
Cendant Corporation
Cendant Capital I
March 2, 1998
Page 3
entitled to deduct interest and original issue discount (if any) with
respect to the Debentures; and
(3) Although the discussion set forth in the Prospectus Supplement under
the heading "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" does not
purport to discuss all possible United States federal income tax
consequences of the purchase, ownership, and disposition of Preferred
Securities and FELINE PRIDES, such discussion constitutes, in all
material respects, a fair and accurate summary of the United States
federal income tax consequences of the purchase, ownership, and
disposition of Preferred Securities and FELINE PRIDES.
Except as set forth above, we express no opinion to any party as to
the tax consequences, whether federal, state, local, or foreign, of the
issuance of the Preferred Securities, the Debentures, or the FELINE PRIDES or
of any transaction related to or contemplated by such issuance. This opinion is
furnished to you solely for your benefit in connection with the offering of the
Preferred Securities and the FELINE PRIDES and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person without our prior written consent. We consent to the use of our
name under the heading "Legal Matters" in the Prospectus Supplement. We hereby
consent to the filing of this opinion with the Commission as Exhibit 8 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof, unless
otherwise expressly stated, and we disclaim any undertaking to advise you of
any subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom, LLP
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM, LLP