<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
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) March 22, 2000
------------------
Mellon Auto Receivables Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 333-65271 25-1831621
- ---------------------------- ------------ -------------------
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
One Mellon Center, Fourth Floor, Pittsburgh, PA 15258
------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (412) 234-7142
----------------
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE> 2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Opinion of Stroock & Stroock & Lavan LLP as to legality of
the securities registered.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain
tax matters (included in Exhibit 5.1).
23.1 Consent of Stroock & Stroock & Lavan LLP
(included in Exhibit 5.1).
<PAGE> 3
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.
MELLON AUTO RECEIVABLES CORPORATION
By: /s/ Kelly A. Provenzano
--------------------------------
Name: Kelly A. Provenzano
Title: Vice President and Secretary
Dated: March 22, 2000
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C> <C>
5.1 Opinion of Stroock & Stroock & Lavan LLP as to legality
of the securities registered.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain
tax matters (included in Exhibit 5.1).
23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1).
</TABLE>
<PAGE> 1
Exhibit 5.1
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
March 22, 2000
Mellon Auto Receivables Corporation
One Mellon Center
Fourth Floor
Pittsburgh, Pennsylvania 15258
Re: Mellon Auto Grantor Trust 2000-1
--------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Mellon Auto Receivables Corporation, a
Delaware Corporation ("the Company"), in connection with the public offering of
$351,261,292.27 aggregate principal amount of Mellon Auto Receivables
Corporation $340,723,000.00, 7.18% Class A Certificates (the "Class A
Certificates") and $10,538,292.27, 7.43% Class B Certificates (the "Class B
Certificates," and together with the Class A Certificates, the "Certificates").
A Registration Statement on Form S-3 relating to the Certificates (No.
333-65271) (the "Registration Statement") has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). As set forth in the Prospectus dated March 17, 2000 (the
"Base Prospectus") and the Prospectus Supplement dated March 23, 2000 (the
"Prospectus Supplement," and together with the Base Prospectus, the
"Prospectus"), the Certificates will be issued pursuant to the provisions of a
Pooling and Servicing Agreement to be dated as of March 1, 2000 (the "Pooling
and Servicing Agreement") among the Company, as depositor, Mellon Bank, N.A., as
servicer (in such capacity, the "Servicer") and as seller (in such capacity, the
"Seller"), Norwest Bank Minnesota, National Association, as trustee (the
"Trustee") and The Chase Manhattan Bank, as collateral agent (the "Collateral
Agent") and will represent fractional undivided interests in the assets of
Mellon Auto Grantor Trust 2000-1 (the "Trust").
As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the Company, the Registration Statement, the Base Prospectus, the
Prospectus Supplement, the Pooling and Servicing Agreement, a specimen of each
class of Certificates 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. In addition,
we have assumed that each party to the
<PAGE> 2
Pooling and Servicing Agreement, other than the Company, has all requisite power
and authority to execute, deliver and perform its obligations thereunder and
each such party, other than the Company, has duly authorized the execution,
delivery and performance of the Pooling and Servicing Agreement. 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, the laws of
the State of New York and the laws of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
1. The execution and delivery of the Pooling and Servicing Agreement,
and the issuance, delivery and sale of the Certificates, has been duly
authorized by all necessary corporate action on the part of the Company. When
the Pooling and Servicing Agreement has been duly executed and delivered by the
parties thereto and the Certificates have been duly executed, authenticated and
delivered in accordance with the Pooling and Servicing Agreement and sold as
described in the Registration Statement, the Certificates will be legally
issued, fully paid and non-assessable.
2. Assuming compliance with the applicable provisions of the Pooling
and Servicing Agreement for federal income tax purposes, (a) the Trust will be
considered to be a grantor trust under Subpart E, Part 1 of Subchapter J of the
Internal Revenue Code of 1986, as amended and will not be considered to be an
association taxable as a corporation and (b) an owner of a Certificate will be
treated as the owner of an undivided interest in the Trust's assets.
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 Consequences" and "Legal Matters" 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 Securities Act or the Rules and Regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
