EXHIBIT 8.1
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OPINION OF THOMPSON HINE LLP WITH RESPECT TO FEDERAL TAX MATTERS
May 14, 2004
Key Bank USA, National Association
Key Consumer Receivables LLC
Key Tower
127 Public Square
Cleveland, Ohio 44114-1306
Re: Key Bank USA, National Association Registration Statement
and Key Consumer Receivables LLC Registration Statement
each on Form S-3 (Nos. 333-114367 and 333-114367-01)
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Ladies and Gentlemen:
We have acted as special tax counsel for each of Key Bank USA, National
Association (the "Seller") and Key Consumer Receivables LLC ("KCR"), in
connection with the above-referenced Registration Statement (together with the
exhibits and any amendments thereto, the "Registration Statement"), filed by the
Seller and KCR as co-registrants with the Securities and Exchange Commission in
connection with the registration by the Seller of Asset Backed Notes (the
"Notes") and Asset Backed Certificates (the "Certificates") to be sold from time
to time in one or more series in amounts to be determined at the time of sale
and to be set forth in one or more Supplements (each, a "Prospectus Supplement")
to the Prospectus (the "Prospectus") included in the Registration Statement.
We are familiar with the proceedings to date in connection with the proposed
issuance and sale of the Notes and Certificates and in order to express our
opinion hereinafter stated, (a) we have examined copies of the forms of (i) the
Amended and Restated Trust Agreement, (ii) the Sale and Servicing Agreement,
(iii) the Indenture, (iv) the Administration Agreement and (v) the Notes and
Certificates filed as exhibits to the Registration Statement (collectively the
"Operative Documents") and (b) we have examined such other records and documents
and such matters of law, and we have satisfied ourselves as to such matters of
fact, as we have considered relevant for purposes of this opinion.
The opinions set forth in this letter concerning Federal income tax matters and
ERISA matters are based upon the applicable provisions of the Internal Revenue
Code of 1986, as amended, Treasury Regulations promulgated thereunder, current
positions of the Internal Revenue Service (the "IRS") including those contained
in published Revenue Rulings and Revenue Procedures, the applicable provisions
of the Employee Retirement Income Security Act of 1974, as amended, Department
of Labor ("DOL") Regulations promulgated thereunder, prohibited transaction
exemptions granted by the DOL, and existing judicial decisions. This opinion is
subject to the explanations and qualifications set forth under the captions
"Income Tax Consequences" and "ERISA Considerations" in the Prospectus and the
Prospectus Supplements which constitute a part of the Registration Statement.
Based on the foregoing and assuming that the Operative Documents are executed
and delivered in substantially the form we have examined, we hereby confirm our
opinion with respect to the Federal income tax characterization of the
Certificates and of the Notes and the Federal income tax treatment of the
issuance of such Certificates and Notes set forth under the caption "Income
Tax Consequences" in the Prospectus and in each Prospectus Supplement. In our
opinion, for Federal income tax purposes, the Notes will be characterized as
debt, and the Trust will not be classified as a separate entity that is an
association (or publicly traded partnership) taxable as a corporation. Moreover,
we are of the opinion that the statements regarding federal income tax matters
and ERISA matters set forth in the Prospectus and the Prospectus Supplements
under the captions "Summary of Terms -- Tax Status," "Summary of Terms -- ERISA
Considerations," "Income Tax Consequences" and "ERISA Considerations" are fair
and accurate summaries of the material federal income tax and ERISA consequences
of the issuance of, or the holding of, the Notes and the Certificates. There can
be no assurance, however, that the legal conclusions presented therein will not
be successfully challenged by the relevant administrative authorities, or
significantly altered by new legislation, changes in administrative positions,
or judicial decisions, any of which challenges, alterations, or changes may be
applied retroactively with respect to completed transactions.
We note that the Prospectus does not relate to a specific transaction.
Accordingly, the above-referenced description of federal income tax consequences
and ERISA considerations may, under certain circumstances, require modification
in the context of an actual transaction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus and
the Prospectus Supplements under the captions "Income Tax Consequences" and
"Legal Matters."
Very truly yours,
/s/ Thompson Hine LLP
Thompson Hine LLP