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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) November 12, 1996
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NORWEST AUTO RECEIVABLES CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-7961 Not Available
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(Commission File Number) (I.R.S. Employer Identification No.)
100 West Commons Boulevard, Suite 212, New Castle, Delaware 19720
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(Address of Principal Executive Offices) (Zip Code)
(302) 324-9018
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(Registrant's Telephone Number, Including Area Code)
Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The Registrant is filing the final form of the exhibit listed in
Item 7(c) below.
Item 7. Financial Statements and Exhibits.
(c) Exhibit.
Exhibit
No. Document Description
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8.1 Tax opinion of Mayer, Brown & Platt, dated as of November 12,
1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORWEST AUTO RECEIVABLES CORPORATION
(Registrant)
Dated: November 12, 1996 By: /s/ William H. Queenan
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Name: William H. Queenan
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Title: President
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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8.1 Tax opinion of Mayer, Brown & Platt, dated as of November 12,
1996.
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[LETTERHEAD OF MAYER, BROWN & PLATT]
November 12, 1996
Norwest Auto Receivables Corporation
100 West Commons Boulevard
Suite 212
New Castle, Delaware 19720
RE: NORWEST AUTO RECEIVABLES CORPORATION
NORWEST AUTO TRUST 1996-A
Ladies and Gentlemen:
We have acted as special tax counsel for Norwest Bank Minnesota, N.A., a
national banking association and Norwest Auto Receivables Corporation (the
"Seller"), in connection with (a) the Registration Statement (together with the
exhibits and any amendments thereto, the "Registration Statement"), filed by
the Seller with the Securities and Exchange Commission in connection with the
registration by the Seller of Asset Backed Notes (the "Notes") and Asset Backed
Certificates (the "Certificates") 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
(together, the "Prospectus") included in the Registration Statement and (b) the
formation of Norwest Auto Trust 1996-A (the "Trust") pursuant to a trust
agreement, dated as of November 13, 1996, between the Seller, as Seller, and
Wilmington Trust Company (the "Owner Trustee"), as Owner Trustee (the "Trust
Agreement"). Capitalized terms used herein which are not defined herein shall
have the meanings set forth in the Trust Agreement.
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Notes and Certificates and in order to
express our opinion hereinafter stated, (a) we have examined the Trust
Agreement, Sale and Servicing Agreement, Indenture, Notes, Certificates and
Certificate of Trust to be filed pursuant to the Delaware Business Trust Act
(collectively the "Operative Documents") and (b) we have examined such other
records and documents and such matters of law, and we have satisfied ourselves
as to such matters of fact, as we have considered relevant for purposes of this
opinion.
The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. No tax rulings will be sought from the IRS with respect to
any of the matters discussed herein.
Based on the foregoing and assuming that the Operative Documents are
executed and delivered in substantially the form we have examined, we hereby
confirm our opinion with respect to the Federal income tax characterization of
the Certificates, the Notes and the Trust and the Federal income tax treatment
of the issuance of such Certificates and Notes set forth under the caption
"Federal Income Tax Consequences" in the Prospectus and Prospectus Supplement
subject to the limitations expressed therein. There can be no assurance,
however, that the tax conclusions presented therein and herein will not be
successfully challenged by the IRS, or significantly altered by new
legislation, changes in IRS positions or judicial decisions, any of which
challenges or alterations may be applied retroactively with respect to
completed transactions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus and
Prospectus Supplement under the caption "Federal Income Tax Consequences" and
"Legal Opinions". In giving such consent, we do not admit that we are
"experts" within the meaning of the term used in the Act or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very truly yours,
/s/ Mayer, Brown & Platt
Mayer, Brown & Platt
SML:WAL
