August 11, 2000
UAC Securitization Corporation
9240 Bonita Beach Road
Suite 1109-A
Bonita Springs, Florida 34135
Re: UACSC Auto Trusts: Automobile Receivable Backed Notes
Ladies and Gentlemen:
We have acted as special tax counsel to UAC Securitization Corporation
in connection with the filing of the Registration Statement (as defined below)
providing for the issuance of Automobile Receivable Backed Notes (the "Notes")
by the UACSC Auto Trusts. In such capacity, we hereby confirm to you our opinion
with respect to such of the federal income tax consequences of the purchase,
ownership, and disposition of the Notes as are set forth under the heading
"Federal Income Tax Consequences" in the Prospectus and the Prospectus
Supplement included in the Registration Statement (Registration No. 333-42046)
filed by UAC Securitization Corporation with the United States Securities and
Exchange Commission (the "Commission") in connection with the offering of the
Notes, as amended by Amendment No. 1 thereto filed herewith (as amended, the
"Registration Statement"). Such descriptions, however, do not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Notes.
We hereby consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and to the reference to us under the heading "Federal
Income Tax Consequences" in the Prospectus and the Prospectus Supplement forming
part of the Registration Statement. However, nothing contained herein shall be
construed as an admission by us that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Except as mentioned above, this opinion is not to be used, circulated,
quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
