KIRKLAND & ELLIS LLP
AND AFFILIATED PARTNERSHIPS
200 East Randolph Drive
Chicago, Illinois 60601
(312)861-2000 Facsimile:
(312) 861-2200
www.kirkland.com
September 4, 2003
EXHIBIT 8.1
WODFI LLC
120 N.W. 12th Avenue
Deerfield Beach, FL 33442
Re: WODFI
World Omni Master Owner Trust
Pre-Effective Amendment No. 1 to Registration Statement
No. 333-97487
We have acted as special counsel to WODFI LLC, a Delaware limited liability
company (the "Company"), in connection with the above-mentioned Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3 filed with the Securities
and Exchange Commission (together with the exhibits and amendments thereto, the
"Registration Statement") in connection with the registration by the Company of
certain Asset Backed Notes (the "Notes") 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.
As described in the Registration Statement, the Notes will be issued by
World Omni Master Owner Trust (the "Master Trust"). The Master Trust was formed
pursuant to a Certificate of Trust filed with the Secretary of State of Delaware
on November 22, 1999. Each series of Notes will be issued pursuant to the terms
of the Indenture in effect on such date and a supplement to the Indenture (a
"Series Supplement").
In arriving at the opinion expressed below, among other things, we have
examined and relied, to the extent we deem proper, on (i) the Registration
Statement, (ii) the Amended and Restated Trust Sale and Servicing Agreement,
dated as of April 6, 2000 between World Omni Financial Corp., the Company and
the Master Trust, (iii) the Trust Agreement, dated as of November 22, 1999
(including the form of Certificates included as an exhibit thereto) between the
Company and Chase Manhattan Bank Delaware, as Owner Trustee, (iv) the Amended
and Restated Indenture, dated as of April 6, 2000 between the Master Trust and
BNY Midwest Trust Company (successor-in-interest to the corporate trust
administration of Harris Trust and Savings Bank), as Indenture Trustee, (v) the
form of Series Supplement to the
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WODFI LLC
September 4, 2003
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Indenture and (vi) copies of such other documents as we have deemed necessary
for the expression of the opinion contained herein.
We have examined and relied, with your permission, as to factual matters
upon the representations and warranties contained in or made pursuant to the
documents referred to above and upon the originals or copies certified or
records of the Company and such other instruments and certificates of public
officials, officers and representatives of the Company and other persons, and we
have made such investigations of law as we have deemed appropriate. In such
examination, we have assumed, with your permission, the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies, and the authenticity of the originals of
all documents submitted to us as copies. With your permission, we have further
assumed the genuineness of the signatures of persons signing all documents and
instruments and the authority of such persons signing on behalf of the parties
thereto.
In rendering our opinion, we have also considered and relied upon the
Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings,
judicial decisions, regulations, and such other authorities (including Treasury
regulations) as we have deemed appropriate, all as in effect on the date hereof
and all which are subject to change or different interpretation. However, we
will not seek a tax ruling from the Internal Revenue Service (the "IRS") with
respect to any of the matters discussed herein. Moreover, the statutory
provisions, regulations, interpretations and other authorities upon which our
opinion is based are subject to change, and such changes could apply
retroactively. In addition, there can be no assurance that positions contrary to
those stated in our opinion will not be taken by the IRS. Our opinion is in no
way binding on the IRS or any court, and it is possible that the IRS or a court
could, when presented with these facts, reach a different conclusion.
Based on the foregoing, and assuming the aforementioned documents are duly
executed and delivered in substantially the form we have examined, we are of the
opinion that the statements in the Prospectus under the headings "Summary--Tax
Status" and "Certain Federal Income Tax Consequences," to the extent that they
constitute matters of law or legal conclusions with respect thereto, have been
prepared or reviewed by us and are correct in all material respects.
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WODFI LLC
September 4, 2003
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Except for the opinion expressed above, we express no opinion as to any
other tax consequences of the transaction to any part under federal, state,
local, or foreign laws. In addition, we express no opinion as to the laws of any
jurisdiction other than the federal laws of the United States of America to the
extent specifically referred to herein.
Very truly yours,
/s/ Kirkland & Ellis LLP
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KIRKLAND & ELLIS LLP