Exhibit 8.1
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
December 9, 2003
Chase Manhattan Bank USA, National Association
White Clay Center Building 200
Newark, Delaware 19801
Re: The Issuance and Sale of
$212,000,000 of Class A-1 1.14% Asset Backed Notes,
$286,000,000 of Class A-2 1.60% Asset Backed Notes,
$234,000,000 of Class A-3 2.26% Asset Backed Notes,
$243,000,000 of Class A-4 2.94% Asset Backed Notes, and
$25,000,000 of 2.78% Asset Backed Certificates by
Chase Manhattan Auto Owner Trust 2003-C
--------------------------------------------------------
Ladies and Gentlemen:
We have acted as United States 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) $212,000,000 of Class A-1 1.14% Asset Backed Notes,
(ii) $286,000,000 of Class A-2 1.60% Asset Backed Notes, (iii) $234,000,000 of
Class A-3 2.26% Asset Backed Notes, (iv) $243,000,000 of Class A-4 2.94% Asset
Backed Notes (collectively, the "Notes") and (v) $25,000,000 of 2.78% Asset
Backed Certificates (the "Certificates" and, together with the Notes, the
"Securities"), by Chase Manhattan Auto Owner Trust 2003-C, 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
December 9, 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 December 9, 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 December 9, 2003 (the "Prospectus Supplement") to the Prospectus dated
December 9, 2003 (the "Prospectus").
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. 333-109768), 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 under the
Act, (ii) the Prospectus, (iii) the form of Prospectus Supplement, (iv) the form
of Indenture, (v) the form of Trust Agreement, (vi) the form of Sale and
Servicing Agreement dated as of December 9, 2003 (the "Sale and Servicing
Agreement") between the Seller and the Trust, (v) the forms of the Securities
and (vii) the representation letter to us from the Seller dated December 9, 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 accuracy of the representations
and warranties to be 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. 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 you in connection with the
above described transaction. This opinion may not be relied upon by you 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 Commission as an exhibit to the Seller's current report
on Form 8-K to be dated December 10, 2003.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP