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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 18, 1997
Barnett Auto Receivables Corp.
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(Exact name of registrant as specified in its charter)
Nevada 333-26675 Application Pending
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
3800 Howard Hughes Parkway, Suite 1560, Las Vegas, Nevada 70809
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (702) 735-1811
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N/A
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Stroock & Stroock & Lavan LLP with respect to certain
tax matters.
8.2 Opinion of Mahoney Adams & Criser, P.A. with respect to certain
tax matters.
23.1 Consent of Stroock & Stroock & Lavan LLP (included in
Exhibit 8.1).
23.2 Consent of Mahoney Adams & Criser, P.A.(included in Exhibit 8.2).
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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 thereunto duly authorized.
BARNETT AUTO RECEIVABLES CORP.
By: /s/ GERALD G. ROBINSON
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Name: Gerald G. Robinson
Title: President
Dated: September 15, 1997
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EXHIBIT INDEX
Exhibit Page
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8.1 Opinion of Stroock & Stroock & Lavan
LLP with respect to certain tax matters.
8.2 Opinion of Stroock & Stroock & Lavan LLP
with respect to certain tax matters.
23.1 Consent of Stroock & Stroock & Lavan LLP
(included in Exhibit 8.1).
23.2 Consent of Mahoney Adams & Criser, P.A.(included in
Exhibit 8.2).
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Exhibit 8.1
September 19, 1997
Barnett Auto Receivables Corp.
3800 Howard Hughes Parkway
Suite 1560
Las Vegas, Nevada 89109
Ladies and Gentlemen:
We have acted as counsel to Barnett Auto Receivables Corp., a Nevada
corporation (the "Company"), in connection with issuance of $602,124,240
aggregate principal amount of Asset Backed Notes with respect to Barnett Auto
Trust 1997-A. A registration statement on Form S-3 (No. 333-26675) (the
"Registration Statement") has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Act") relating to the proposed offering from time to time in one or
more series (each, a "Series") by one or more trusts of asset backed notes
and asset backed certificates. As set forth in the Prospectus dated
September 15, 1999 and the Prospectus Supplement dated September 18, 1997,
the Notes are to be issued under and pursuant to the terms of the Indenture
to be dated as of September 1, 1997 (the "Indenture") between Barnett Auto
Trust 1997-A (the "Trust") and U.S. Bank National Association, as indenture
trustee.
As such counsel, we have examined copies of the Certificate of Incorporation
and By-Laws of the Company, the Registration Statement, the Prospectus and
the Prospectus Supplement included therein, the Sale and Servicing Agreement
to be dated as September 1, 1997 among the Trust, Barnett Dealer Financial
Services, Inc. and the Company, the Indenture, the Trust Agreement to be
dated as September 1, 1997 between the Company and The Bank of New York and
originals or copies of such other corporate minutes, records, agreements and
other instruments of the Company, certificates of public officials and other
documents and have made such examinations of law, as we have deemed necessary
to form the basis for the opinions hereinafter expressed. In our examination
of such materials, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all copies submitted to us. As to various questions
of fact material to such opinion, we have relied, to the extent we deemed
appropriate, upon representations, statements and certificates of officers
and representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to
practice law in the State of New York and we do not express any opinion
herein concerning any law other than the federal laws of the United States of
America and the laws of the State of New
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Securities and Exchange Commission
September 19, 1997
Page 2
York.
Based upon and subject to the foregoing, we hereby confirm the opinions set
forth in the Prospectus under the heading "Federal Income Tax
Considerations," to the extent they constitute matters of law or legal
conclusions with respect thereto.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the captions
"Federal Income Tax Considerations" and "Legal Opinions" in the Prospectus
which forms a part of the Registration Statement. In giving such consent, we
do not admit hereby that we come within the category of persons whose consent
is required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
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STROOCK & STROOCK & LAVAN LLP
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Exhibit 8.2
[ MAHONEY Letterhead]
September 19, 1997
Salomon Brothers Inc,
as Representative of the Several Underwriters
Listed on Schedule I hereto
Seven World Trade Center
New York, New York 10048
Re: Barnett Auto Trust 1997-A
Ladies and Gentlemen:
We have acted as counsel to Barnett Dealer Financial Services, Inc., the
Sponsor for Barnett Auto Trust 1997-A, a Delaware business trust (the
"Trust"), in connection with the preparation and filing of a Registration
Statement on Form S-3, No. 333-26675 (the "Registration Statement") and
amendments thereto, filed with the Securities and Exchange Commission. The
Registration Statement relates to the sale, from time to time, of Asset
Backed Notes and Asset Backed Certificates at prices and on terms to be
determined at the time of sale and to be set forth in supplements to the
prospectus (the "Prospectus") contained in the Registration Statement. A
prospectus supplement (the "Prospectus Supplement") dated September 18,
1997, was issued with respect to the offering by the Trust of Class A-1 Asset
Backed Notes, Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes,
Class A-4 Asset Backed Notes, Class A-5 Asset Backed Notes, and Class B Asset
Backed Notes (collectively, the "Notes"), all as described in the Prospectus
Supplement.
Capitalized terms used and not otherwise defined herein have the
respective meanings assigned to such terms in the Registration Statement and
the Prospectus Supplement.
In connection with this opinion, we have examined and relied upon as to
matters of fact originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments and
have made such other further investigations as we have deemed necessary or
appropriate. In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the assumptions and
qualifications set forth herein, we hereby confirm that the statements in the
Prospectus Supplement under the heading "State and Local Tax Consequences" to
the extent they constitute matters of law or legal conclusions with respect
thereto, are accurate.
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Salomon Brothers Inc,
As Representative to Several Underwriters
Listed on Schedule I Hereto
September _____, 1997
Page Two
This opinion is based upon the Florida Tax Code, existing rules
thereunder, published rulings, and court decisions and administrative
decisions, all as in effect and existing on the date hereof and all of which
are subject to change at any time, which change may be retroactive.
Except as stated above, we express no opinion with respect to any other
matter. We are furnishing this opinion to you solely in connection with the
issuance of the Notes, and this opinion is not to be relied upon, circulated,
quoted or otherwise referred to for any other purpose. A copy of this
opinion may be delivered to Moody's Investors Service, Inc. and Standard &
Poor's Corporation, each of which may rely upon this opinion as if it were
addressed to it.
We hereby consent to the use of our name in the Prospectus Supplement
under the headings "State and Local Tax Consequences" and "Legal Opinion" and
to the filing of this opinion as an exhibit to the Registration Statement.
By giving such consent, we do not thereby admit that we are experts with
respect to this letter, as that term is used in the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
MAHONEY ADAMS & CRISER, P.A.
