Exhibit 8.2
[CHAPMAN AND CUTLER LETTERHEAD]
March 7, 2002
GreatAmerica Leasing Receivables 2002-1, L.L.C.
625 First Street SE, Suite 601
Cedar Rapids, Iowa 52401
GreatAmerica Leasing Corporation
625 First Street SE, Suite 800
Cedar Rapids, Iowa 52401
Ladies and Gentlemen:
You have asked our opinion regarding the effect of certain Iowa taxes
on GreatAmerica Leasing Receivables 2002-1, L.L.C. (the "ISSUER") and the
holders of the Notes (as defined below). It is our understanding that the Issuer
will be issuing its Receivable-Backed Notes, Series 2002-1, Class A-1 (the
"CLASS A-1 NOTES"), Receivable-Backed Notes, Series 2002-1, Class A-2 (the
"CLASS A-2 NOTES"), Receivable-Backed Notes, Series 2002-1, Class A-3 (the
"CLASS A-3 NOTES") and Receivable-Backed Notes, Series 2002-1, Class A-4 (the
"CLASS A-4 NOTES," and together with the Class A-1 Notes, the Class A-2 Notes,
and the Class A-3 Notes, the "CLASS A NOTES") and Receivable-Backed Notes,
Series 2002-1, Class B (the "CLASS B NOTES," and together with the Class A
Notes, the "NOTES" ), under an Indenture (the "INDENTURE"), between the Issuer
and JP Morgan Chase Bank, as the trustee (the "TRUSTEE").
In rendering our opinion, we will have reviewed and relied upon various
documents relating to both the Notes and the Issuer including, without
limitation various representations and certifications of the Issuer with respect
to which we have no independent knowledge, the letters from Fitch, Standard &
Poor's Ratings Services and Moody's Investors Service, Inc. with respect to the
ratings for the Class A Notes and the Class B Notes, the Indenture, and such
matters of law as we have deemed appropriate. Capitalized terms not defined
herein shall have the meanings given to them in the Indenture. 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 original, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. We have further assumed that each of the parties to the
Transfer and Servicing Agreement (the "TRANSFER AND
GreatAmerica Leasing Receivables 2002-1, L.L.C.
GreatAmerica Leasing Corporation
March 7, 2002
Page 2
SERVICING AGREEMENT"), among the Issuer, GreatAmerica Leasing Corporation, as
Servicer and the Trustee, the Indenture and the Limited Liability Company
Agreement entered into and effective as of September 24, 2001, as amended (the
"LIMITED LIABILITY COMPANY AGREEMENT") (collectively, the Transfer and Servicing
Agreement, the Indenture, the Limited Liability Company Agreement and the
representations and certifications referenced above are hereafter referred to
as, the "TRANSACTION DOCUMENTS"), has and will fully comply with all of its
obligations thereunder without amendment or waiver, and that there are not, and
will not be any, arrangements, understandings or agreements among any of the
parties relating to the issuance of the Notes other than those expressly set
forth in the Transaction Documents.
Based on the foregoing, we are of the opinion that on the date the
Notes are issued, under the laws of the State of Iowa, as presently enacted and
construed, the Issuer will not be subject to (i) the Business Tax on
Corporations under Division III of Chapter 422 of the Iowa Code Annotated or
(ii) the Iowa Business Corporation Act under Section 490 of the Iowa Code
Annotated and Noteholders that are not otherwise subject to income taxation by
the State of Iowa will not become subject to income taxation by the State of
Iowa solely as a result of their ownership of Notes. We express no opinion with
respect to any other taxes imposed by the State of Iowa or any political
subdivision thereof. Ownership of the Notes may result in other Iowa tax
consequences to certain taxpayers and we express no opinion regarding any such
collateral consequences arising with respect to the Notes.
Our opinion is based on the Iowa statutes and other relevant
authorities and law, all as in effect on the date hereof. Consequently, future
changes in the Iowa statutes and other relevant authorities and law may cause
the tax treatment of the Issuer and the Notes to be materially different from
that described above. Our opinion represents only our legal judgment and, unlike
a tax ruling, is binding neither on the State of Iowa nor a court of law, and
has no official status of any kind. The State of Iowa or a court of law could
disagree with the opinion expressed herein.
This opinion, as qualified and limited herein, is strictly limited to
the effect of certain Iowa taxes, and we express no opinion with respect to any
other considerations which may arise relating to the Issuer or the Notes, any
other taxes or any other matters arising under the laws of the State of Iowa or
any subdivisions thereunder.
The information in the Registration Statement under "STATE AND LOCAL
INCOME TAX CONSIDERATIONS--IOWA TAX CONSIDERATIONS," to the extent that it
constitutes statements of matters of law or legal conclusions, has been reviewed
by us and is correct in all material respects.
GreatAmerica Leasing Receivables 2002-1, L.L.C.
GreatAmerica Leasing Corporation
March 7, 2002
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "STATE AND
LOCAL TAX CONSIDERATIONS--IOWA TAX CONSIDERATIONS" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Chapman and Cutler
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CHAPMAN AND CUTLER