August 4, 2000
MMCA Auto Receivables Trust
6363 Katella Avenue
Cypress, California 90630-5205
Re: Registration Statement on Form S-1
Registration No. 333-39120
Ladies and Gentlemen:
We have acted as special counsel to MMCA Auto Receivables Trust as
Seller (the "Seller") in connection with the issuance of the __% Class A-1
Asset Backed Notes, __% Class A-2 Asset Backed Notes, __% Class A-3 Asset
Backed Notes, % Class A-4 Asset Backed Notes and __% Class B Asset Backed
Notes (collectively, the "Notes") and the Asset Backed Certificates (the
"Certificates") by MMCA Auto Owner Trust 2000-1 (the "Issuer") pursuant to
the terms of, (a) with respect to the Notes, an Indenture dated as of
August 1, 2000 (the "Indenture") between the Issuer and Bank of
Tokyo-Mitsubishi Trust Company, as Indenture Trustee, and (b) with respect
to the Certificates, an Amended and Restated Trust Agreement dated as of
August 1, 2000 (the "Trust Agreement") between MMCA Auto Receivables
Trust, as Depositor, and Wilmington Trust Company, as Owner Trustee. The
Notes will be sold to the underwriters (the "Underwriters") who are parties
to an underwriting agreement (the "Underwriting Agreement") between the
Seller and Salomon Smith Barney Inc., as representative of the
Underwriters. Terms not otherwise defined herein have the meanings assigned
to them in the Prospectus (as defined below).
In this connection, we have examined and relied upon the registration
statement for the Notes on Form S-1, Registration No. 333-39120, filed with
the Securities and Exchange Commission (the "SEC") on June 12, 2000 and
Amendment No. 1 thereto filed with the SEC on August 4, 2000 (collectively,
the "Registration Statement"), including (i) the form of prospectus
included therein (the "Prospectus"), (ii) the form of the Indenture, (iii)
the form of the Trust Agreement, (iv) the form of the Purchase Agreement,
(v) the form of the Sale and Servicing Agreement and (vi) such other
documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below, and we have assumed (i) that such documents will
not be amended and (ii) that the parties to such documents will comply with
the terms thereof.
In our examination, we have assumed the genuineness of all
signatures, 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. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied
upon statements, representations, and certifications of officers and other
representatives of the Seller, the Servicer, the Underwriters, and others,
including, in particular, (i) certain calculations performed by Salomon
Smith Barney Inc. and (ii) a representation of the Servicer regarding the
reasonableness of certain fees payable to it.
In rendering our opinion, we have also considered and relied upon
the Internal Revenue Code of 1986, as amended, and administrative rulings,
judicial decisions, regulations, and such other authorities as we have
deemed appropriate, all as in effect as of the date hereof. The statutory
provisions, regulations, interpretations, and other authorities upon which
our opinion is based are subject to change, and such changes could apply
retroactively. In addition, there can be no assurance that positions
contrary to those stated in our opinion will not be taken by the Internal
Revenue Service.
We express no opinions as to the laws of any jurisdiction other
than the federal laws of the United States of America to the extent
specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion that
the statements in the Prospectus under the headings "Summary of Terms-Tax
Status" and "Federal Income Tax Consequences," subject to the
qualifications set forth therein, accurately describe the material federal
income tax consequences to holders of Notes, under existing law and the
assumptions stated therein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Skadden, Arps, Slate Meagher
& Flom LLP under the caption "Federal Income Tax Consequences" in the
Prospectus.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom LLP
