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Exhibit 8.1
{Letterhead of Schulte Roth & Zabel LLP}
January 12, 2001
NCT Funding Company, L.L.C, as Depositor
650 CIT Drive
Livingston, New Jersey 07039
Dear Sirs:
We have acted as special counsel to you (the "Company") in
connection with 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 "Securities
Act"), relating to the receivable-backed notes (the "Notes") described in the
prospectus and prospectus supplement which form a part of the Registration
Statement. Each series of Notes will be issued pursuant to an indenture,
substantially in the form filed as Exhibit 4.3 to the Registration Statement,
between the trust formed pursuant to the trust agreement, substantially in the
form filed as Exhibit 4.1 to the Registration Statement, and the indenture
trustee named in the related prospectus supplement. Certain rights of the
holders of the Notes will be governed by a pooling and servicing agreement
substantially in the form filed as Exhibit 4.2 to the Registration Statement.
We are attorneys admitted to practice in the State of New York
and the opinion set forth below is limited to the laws of the State of New York,
the Delaware General Corporation Law and the Federal laws of the United
States of America.
We hereby confirm that the statements set forth in the
prospectus and prospectus supplement under the heading "Material Federal Income
Tax Consequences" accurately describe the material Federal income tax
consequences to holders of the Notes.
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NCT Funding Company, L.L.C
January 12, 2001
Page 2
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the General Rules and Regulations of the Commission
thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
