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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) February 11, 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) 689-6300
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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
February 11, 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: February 11, 1997 By: /s/ Forrest F. Stanley
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Name: Forrest F. Stanley
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Title: 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
February 11, 1997.
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Exhibit 8.1
February 11, 1997
Key Consumer Acceptance Corporation
Key Tower
127 Public Square
Cleveland, Ohio 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 February 11, 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
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Key Consumer Acceptance Corporation Page 2
February 11, 1997
Supplement which constitute a part of the Registration Statement.
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 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 tax conclusions
presented therein 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" and in the Prospectus Supplement under the caption "State Tax
Consequences."
Very truly yours,
/s/Thompson Hine & Flory LLP
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Thompson Hine & Flory LLP
