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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) September 10,1997
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KEY CONSUMER ACCEPTANCE 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)
333-12431 52-1995940
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(Commission File Number) (I.R.S. Employer Identification No.)
Key Center, 127 Public Square, Cleveland, Ohio 44114
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(Address of Principal Executive Offices) (Zip Code)
(216) 689-3000
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(Registrant's Telephone Number, Including Area Code)
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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 Thompson Hine & Flory LLP dated as of
September 10, 1997.
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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.
KEY CONSUMER ACCEPTANCE CORPORATION
(Registrant)
Dated: September 10, 1997 By: /s/ Richard Hawrylak
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Name: Richard Hawrylak
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Title: Assistant Secretary
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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8.1 Tax opinion of Thompson Hine & Flory LLP dated as of
September 10, 1997.
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September 10, 1997
Key Consumer Acceptance Corporation
Key Tower
127 Public Square
Cleveland, OH 44114-1306
Re: Key Consumer Acceptance Corporation Registration Statement on
Form S-3 (No. 333-12431)
Ladies and Gentlemen:
We have acted as special tax counsel for Key Consumer Acceptance Corporation, a
Delaware corporation (the "Seller"), in connection with the above-referenced
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") to be sold from time to time in one or more series in
amounts as set forth in the Prospectus Supplement to the Prospectus dated
September 10, 1997 (the "Prospectus Supplement") which Prospectus (the
"Prospectus") is included in the Registration Statement.
We are familiar with the proceedings to date in connection with the proposed
issuance and sale of the Notes and in order to express our opinion hereinafter
stated, (a) we have examined copies of the forms of (i) the Purchase Agreement,
(ii) the Trust Agreement, (iii) the Sale and Servicing Agreement, (iv) the
Indenture, and (v) the Notes filed as exhibits to the Registration Statement
(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 opinions set forth in this letter concerning Federal income tax are 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. The opinions set forth in this letter concerning
Ohio corporation franchise tax are based upon applicable provisions of the Ohio
Revised Code, Ohio Administrative Code, Opinions of the Ohio Attorney General,
and existing judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Federal Income Tax Consequences" in
the Prospectus and the Prospectus Supplement which constitute a part of the
Registration Statement.
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Key Consumer Acceptance Corporation Page Two
September 10, 1997
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 Notes and
the Federal income tax treatment of the issuance of such Notes set forth under
the caption "Federal Income Tax Consequences" in the Prospectus and the
Prospectus Supplement, and our opinion with respect to the Ohio corporation
franchise tax characterization of the Notes set forth under the caption "State
Tax Consequences" in the Prospectus Supplement, subject to the limitations
expressed therein. In our opinion, for Federal income tax purposes, the Notes
will be characterized as debt, and the Trust will not be classified as a
separate entity that is an association (or publicly traded partnership) taxable
as a corporation. Also in our opinion, the same characterization of the Notes as
debt would apply for Ohio corporation franchise tax purposes as for Federal
income tax purposes. Moreover, we are of the opinion that the statements set
forth in the Prospectus and the Prospectus Supplement under the headings
"Summary of Terms -- Tax Status," "Summary of Terms -- ERISA Considerations,"
"Federal Income Tax Consequences," "State Tax Consequences" and "ERISA
Considerations" are a fair and accurate summary of the material tax and ERISA
consequences of the issuance and holding of the Notes. There can be no
assurance, however, that the legal conclusions presented therein will not be
successfully challenged by the IRS or other government agencies, or
significantly altered by new legislation, changes in IRS or other governmental
agency 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" and in the Prospectus Supplement under the caption "State Tax
Consequences."
Very truly yours,
/s/Thompson Hine & Flory LLP
