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Exhibit 8.1
July 28, 2000
Harley-Davidson Credit Corp.
4150 Technology Way
Carson City, Nevada 89706
Re: HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED NOTES AND
HARLEY-DAVIDSON MOTORCYCLE CONTRACT BACKED CERTIFICATES
Ladies and Gentlemen:
We have acted as special federal tax counsel to the Harley-Davidson
Eaglemark Motorcycle Trusts (each, a "TRUST") referred to below in connection
with the filing by Harley-Davidson Credit Corp. (f/k/a Eaglemark, Inc.), a
Nevada corporation (the "COMPANY"), as sponsor of the Trusts, of the
registration statement on Form S-3 (such registration statement, together with
the exhibits and any amendments thereto, the "REGISTRATION STATEMENT"),
registering up to $38,000,000 aggregate principal amount of asset-backed notes
(the "NOTES") and asset-backed certificates (the "CERTIFICATES" and, together
with the Notes, the "SECURITIES"). The Registration Statement has been filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "SECURITIES ACT"). As described in the Registration Statement, the
Securities will be issued from time to time in one or more series (each, a
"SERIES"). Each Series of Securities is to be issued under and pursuant to the
terms of a separate Pooling and Servicing Agreement or Sale and Servicing
Agreement, Trust Agreement and Indenture and sold from time to time pursuant to
certain underwriting agreements (collectively, the "AGREEMENTS" and each,
individually, an "AGREEMENT"). Capitalized terms used but not defined herein
have the meanings given to them in the Registration Statement.
We have advised the Registrant with respect to certain federal income
tax consequences of the proposed issuance of the Securities. This advice is
summarized under the headings "Summary of Terms -- Tax Status" and "Certain
Federal Income Tax Consequences" in the prospectus relating to the Securities
(the "Prospectus"), all a part of the Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), for the
registration of the Securities under the Act. Such description does not purport
to discuss all possible federal income tax ramifications of the proposed
issuance, but with respect to those tax consequences that are discussed, in our
opinion, the description is accurate in all material respects. Furthermore, we
hereby confirm that, as specified in the Prospectus, we will provide an opinion
to the trust specified in the related prospectus supplement that (i) with
respect to a trust as to which a partnership election is made, the trust will
not be classified as an association taxable as a corporation or a publicly
traded partnership taxable as a corporation, (ii) with respect to a trust as to
which no partnership election is made, the trust will not be classified as an
association taxable as a corporation and that such trust will be classified as a
grantor trust under Internal Revenue Code of 1986, as amended, and (iii) unless
otherwise specified in the related prospectus supplement, the Notes will be
classified as debt for federal income tax purposes.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to a reference to this firm (as counsel to the
Registrant) under the headings "Summary of Terms --Tax Status" and "Legal
Matters" in the Prospectus forming a part of the Registration Statement, without
implying or admitting that we are "experts" within the meaning of the Act or the
rules and regulations of the Commission issued thereunder, with respect to any
part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Winston & Strawn
