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Exhibit 8.1
July 8, 2000
RE: DEALER AUTO RECEIVABLES CORP.
REGISTRATION STATEMENT ON FORM S-3 (REG. NO. 333-32802)
Ladies and Gentlemen:
We have acted as special federal tax counsel to Dealer Auto Receivables
Corp., a Delaware corporation (the "Registrant"), in connection with the
Prospectus filed by the Registrant. The term "Prospectus" means the prospectus
included in the Registration Statement. The term "Registration Statement" means
(1) the Registration Statement on Form S-3 including the exhibits thereto and
(2) any post-effective amendment filed and declared effective prior to the date
of issuance of the asset-backed securities registered thereby (the
"Securities").
We have examined the question of whether the Securities will have the tax
treatment described in the Prospectus. Our opinion is based upon the current
provisions of the Code, Treasury Regulations promulgated thereunder, current
administrative rulings, judicial decisions, and other applicable authorities,
all as in effect on the date of such opinions. All of the foregoing authorities
are subject to change or new interpretation, both prospectively and
retroactively, and such changes or interpretation, as well as the changes in the
facts as they have been represented to us or assumed by us, could affect our
opinion. Our opinion does not foreclose the possibility of a contrary
determination by the Internal Revenue Service (the "IRS") or by a court of
competent jurisdiction, or of a contrary position by the IRS or Treasury
Department in regulations or rulings issued in the future. Furthermore, our
opinion assumes that all the transactions contemplated by the Prospectus will be
consummated in accordance with the terms of the Prospectus.
In general, whether a transaction constitutes the issuance of indebtedness
or the sale of assets for federal income tax purposes is a question of fact, the
resolution of which is based primarily upon the economic substance of the
instruments and the transaction pursuant to which they are issued rather than
the form of the transaction or the manner in which the instruments are
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July 8, 2000
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labeled. The IRS and the courts have set forth various factors to be taken into
account in determining whether or not a transaction constitutes the issuance of
indebtedness or the sale of assets for federal income tax purposes, which we
have reviewed as they apply to the transactions described in the Prospectus.
Based on the foregoing, and such legal and factual investigations as we
have deemed appropriate, we are of the opinion that for federal income tax
purposes:
(1) the Securities, assuming they are issued in accordance with the
Prospectus, will have the federal income tax treatment described in the
Prospectus; and
(2) we hereby adopt and confirm the information appearing under the caption
"Material Federal Income Tax Consequences" in the Prospectus and confirm that it
represents our opinion with respect to the matters discussed therein.
Very truly yours,
/s/ WINSTON & STRAWN
