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EXHIBIT 8.1
October 4, 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 included in the
Registration Statement. The term "Registration Statement" means (i) the
Registration Statement on Form S-3 including the exhibits thereto 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 and 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 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:
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(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 Tax Considerations" 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 in the Registration
Statement and the related prospectus under the heading "Legal Opinions."
Very truly yours,
/s/ DEWEY BALLANTINE, LLP
