<PAGE>
EXHIBIT 8.1
December 1, 2000
AmeriCredit Financial Services, Inc.
801 Cherry Street
Fort Worth, Texas 76102
Re: REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as special tax counsel to AmeriCredit Financial
Services, Inc., a Delaware corporation (the "Company"), in connection with
the Prospectus filed by the Company.
The term "Prospectus" means the prospectus and each prospectus
supplement included in the Registration Statement. The term "Registration
Statement" means (i) the Registration Statement on Form S-3, as amended,
including the exhibits thereto, at the time it is declared effective and
(ii) any post-effective amendment filed and declared effective prior to the
date of issuance of the asset-backed securities registered thereby (the
"Securities").
We have examined the question of whether the Securities will have
the tax treatment described in the Prospectus. Our analysis is based on the
provisions of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder as in effect on the date hereof and on
existing judicial administrative interpretations thereof. These authorities
are subject to change and to differing interpretations, which could apply
retroactively. The opinion of special tax counsel is not binding on the
courts or the Internal Revenue Service (the "IRS").
In general, whether a transaction constitutes the issuance of
indebtedness or the sale of assets for federal income tax purposes is a
question of fact, the resolution of which is based primarily upon the
economic substance of the instruments and the transaction pursuant to which
they are issued rather than the form of the transaction or the manner in
which the instruments are labeled. The IRS and the courts have set forth
various factors to be taken into account in determining whether or not a
transaction constitutes the issuance of indebtedness or the sale of assets
for federal income tax
<PAGE>
purposes, which we have reviewed as they apply to the transactions described
on the Prospectus.
Based on the foregoing, and such legal and factual investigations as
we have deemed appropriate, we are of the opinion that for federal income tax
purposes:
(1) The Securities, assuming they are issued in accordance with
the Prospectus, will have the federal income tax treatment described in the
Prospectus.
(2) We hereby adopt and confirm the information appearing under
the caption "Material Federal Income Tax Consequences" in the Prospectus and
confirm that it represents our opinion with respect to the matters discussed
therein.
This opinion is furnished by us as counsel to the Registrant. We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP as
special tax counsel in the Registration Statement and the related prospectus
under the heading "Legal Opinions."
Very truly yours,
/s/ DEWEY BALLANTINE LLP
