Exhibit 8.1
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
May 21, 2003
Chase Manhattan Bank USA, National Association
White Clay Center Building 200
Newark, Delaware 19801
Re: The Issuance and Sale of
$404,000,000 of Class A-1 1.20% Asset Backed Notes,
$518,000,000 of Class A-2 1.26% Asset Backed Notes,
$520,000,000 of Class A-3 1.52% Asset Backed Notes,
$517,700,000 of Class A-4 2.06% Asset Backed Notes, and
$50,300,000 of 2.04% Asset Backed Certificates by
Chase Manhattan Auto Owner Trust 2003-A
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Ladies and Gentlemen:
We have acted as United States federal tax counsel ("Federal
Tax Counsel") for Chase Manhattan Bank USA, National Association, a national
banking association organized under the laws of the United States (the
"Seller"), in connection with the issuance and sale of (i) $404,000,000 of Class
A-1 1.20% Asset Backed Notes, (ii) $518,000,000 of Class A-2 1.26% Asset Backed
Notes, (iii) $520,000,000 of Class A-3 1.52% Asset Backed Notes, (iv)
$517,700,000 of Class A-4 2.06% Asset Backed Notes (collectively, the "Notes")
and (v) $50,300,000 of 2.04% Asset Backed Certificates (the "Certificates" and,
together with the Notes, the "Securities"), by Chase Manhattan Auto Owner Trust
2003-A, a business trust organized under the Statutory Trust Statute of the
State of Delaware (the "Trust"), pursuant to: (a) with respect to the Notes, the
Indenture, dated as of May 22, 2003 (the "Indenture"), between the Trust and
Wells Fargo Bank Minnesota, National Association, as trustee (the "Indenture
Trustee"); and (b) with respect to the Certificates, the Amended and Restated
Trust Agreement, dated as of May 22, 2003 (the "Trust Agreement"), between the
Seller and Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The
Securities will be offered for sale to investors pursuant to the Prospectus
Supplement, dated May 22, 2003 (the "Prospectus Supplement") to the Prospectus
dated May 22, 2003 (the "Prospectus").
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May 21, 2003
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning assigned to such terms in the
Prospectus Supplement.
In delivering this opinion, we have reviewed: (i) the
Registration Statement on Form S-3 (File No. 333-74600), filed by the Seller
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), as it became effective (based
solely upon oral advice from the staff of the Commission) under the Act (the
"Registration Statement"), (ii) the Prospectus, (iii) the Prospectus Supplement,
(iv) the form of Indenture, (iv) the form of Trust Agreement, (v) the form of
Sale and Servicing Agreement dated as of May 22, 2003 (the "Sale and Servicing
Agreement") between the Seller and the Trust, (v) forms of the Securities and
(vi) the representation letter to us from the Seller dated May 21, 2003 (the
"Representation Letter"). We also have examined such other documents, papers,
statutes and authorities as we have deemed necessary to form the basis for the
opinions expressed herein. In our examination of such materials, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to original documents of copies of
documents submitted to us.
As to certain matters of fact relevant to the opinions
hereinafter expressed, we have relied upon the representations and warranties
set forth in the Indenture, the Trust Agreement and the Sale and Servicing
Agreement. In addition, we have relied on certain representations made to us by
the Seller in the Representation Letter.
On the basis of the foregoing and assuming, with your
permission, that (i) the Trust is formed and maintained in accordance with the
discussion set forth in the Prospectus and the Prospectus Supplement and is
operated in compliance with the terms of the Trust Agreement, (ii) the terms of
the Indenture, the Trust Agreement and the Sale and Servicing Agreement are not
amended, (iii) the representations made in the Representation Letter are true
and accurate in all material respects, and (iv) the aggregate amount of the Late
Fees received or accrued each year by the Trust on, or with respect to, the
Receivables will be equal to, or less than, five percent (5%) of the aggregate
amount of the Late Fees and interest or other income accrued or received by the
Trust on, or with respect to, the Receivables each such year, we hereby confirm
(a) our opinions (the "Prospectus Opinions") set forth in the Prospectus
Supplement under the caption "Material Federal Income Tax Consequences" and (b)
that, subject to the qualifications set forth therein, the statements set forth
in the Prospectus Supplement under the caption "Material Federal Income Tax
Consequences," insofar as such statements purport to constitute summaries of the
United States federal tax law regulations or legal conclusions with respect
thereto, constitute accurate summaries of the matters discussed therein in all
material respects.
We express no opinion with respect to the transactions
referred to herein and in the Prospectus or the Prospectus Supplement other than
as expressly set forth herein. The Prospectus Opinions are not binding on the
Internal Revenue Service ("IRS") and the IRS could disagree with the Prospectus
Opinions. Although we believe that the Prospectus Opinions we express herein
would be sustained if challenged, there can be no assurance that this will be
the case.
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof.
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May 21, 2003
Consequently, future changes in the law may cause the tax treatment of the
transactions referred to herein to be materially different from that described
above.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the federal law of
the United States.
This opinion letter is rendered to each of the addressees in
connection with the above described transaction. This opinion may not be relied
upon by any such addressee for any other purpose, or relied upon by, or
furnished to, any other person, firm or corporation without our prior written
consent. We hereby consent to the filing of the opinion with the Securities and
Exchange Commission as an exhibit to the Seller's current report on Form 8-K
dated May 28, 2003.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
Schedule A to the Tax Opinion
Dated May 21, 2003 for
Chase Manhattan Auto Owner Trust 2003-A
Chase Manhattan Bank USA, National Association
White Clay Center Building 200
Newark, Delaware 19801
J.P. Morgan Securities Inc.,
As Representative of the Several
Underwriters named in Schedule I
to the Note Underwriting Agreement
270 Park Avenue
New York, New York 10017
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Fitch, Inc.
One State Street Plaza
New York, New York 10004
Moody's Investors Service
99 Church Street
New York, New York 10004
Standard & Poor's Ratings Group
55 Water Street
New York, New York 10041
Wells Fargo Bank Minnesota
National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890