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EXHIBIT 8.1
June 20, 2000
To The Attached Distribution List
Re: Volkswagen Credit Auto Master Owner Trust, Series 2000-1
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Ladies and Gentlemen:
We have acted as special tax counsel to Volkswagen Dealer Finance, LLC (the
"Transferor") and VW Credit, Inc. (the "Servicer", or VWI) in connection with
the issuance and sale of the Floating Rate Dealer Loan Backed Notes Series 2000-
1 (the Series 2000-1 Notes") issued by, and secured by the assets of, the
Volkswagen Credit Auto Master Owner Trust (the "Trust") created pursuant to the
Trust Agreement (the "Trust Agreement"), between the Transferor and the owner
trustee as Owner Trustee. The Transferor, as Buyer, and VWI, as Seller, have
entered into a Receivables Purchase Agreement (the "Receivables Purchase
Agreement"), pursuant to which the Transferor acquires receivables from VWI, and
the Transferor, VWI as Servicer and the Trust have entered into a Trust Sale and
Servicing Agreement (the "Trust Sale and Servicing Agreement"), pursuant to
which the Trust acquires such receivables from the Transferor and the Servicer
agrees to service the Receivables. The Series 2000-1 Notes are being issued
pursuant to an Indenture between the Trust and the trustee
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To the Attached
Distribution List
Page 2
(the "Trustee"), as supplemented by the series 2000-1 Supplement between the
Trust, as Issuer and the Trustee (the "Series 2000-1 Supplement"). The Series
2000-1 Notes are being offered pursuant to a Prospectus (the "Series 2000-1
Prospectus). Capitalized terms used herein without definition have the meanings
set forth in the Indenture or the Series 2000-1 Supplement or, if not defined
therein, then as set forth in the Trust Sale and Servicing Agreement.
We have been asked to render our opinions as to the effect that, for U.S.
federal income tax purposes, (i) the issuance of the Series 2000-1 Notes will
not cause a taxable event with respect to any Noteholders and (ii) the Series
2000-1 Notes, held by persons other than the Transferor, will be characterized
as indebtedness for federal income tax purposes.
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Series 2000-1 Notes, and in order to express
our opinions hereinafter stated, (a) we have examined the Trust Sale and
Servicing Agreement, the Receivables Purchase Agreement, the Trust Agreement,
the Indenture, the Series 2000-1 Supplement and the Prospectus (collectively,
the "Documents") and (b) we have examined such other records and documents and
such matters of law, and we have satisfied ourselves as to such matters of fact
as we have considered relevant for purposes of these opinions.
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To the Attached
Distribution List
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The opinions set forth herein are based upon the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated and proposed thereunder, current positions of the Internal Revenue
Service (the "IRS") contained in published Revenue Rulings and Revenue
Procedures, current administrative positions of the IRS and existing judicial
decisions. No tax rulings will be sought from the IRS with respect to any of
the matters discussed herein. The statutory provisions, regulations and
interpretations on which our opinions are based are subject to change, which
changes could apply retroactively. In addition, there can be no assurance that
positions contrary to those stated in our opinions may not be taken by the IRS.
Based upon the foregoing and assuming that the Documents are executed and
delivered in substantially the form we have examined and that the terms of the
foregoing are complied with and upon such matters of law as we consider to be
applicable, it is our opinion that, (i) the issuance of the Series 2000-1 Notes
will not cause a taxable event with respect to any Noteholders for Federal
income tax purposes; (ii) the Series 2000-1 Notes, held by Persons other than
the Transferor, will be characterized as indebtedness for Federal income tax
purposes; and (iii) the Trust will not be classified as an association or
publicly traded partnership taxable as a corporation for Federal income tax
purposes. We have assumed that the Residual Interest will be owned by the
Transferor.
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To the Attached
Distribution List
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The scope of these opinions are expressly limited to the issues set forth
herein, and we express no opinion with respect to any other taxes or collateral
tax consequences with respect to the Receivables or the Trust.
This opinion letter is rendered only to those to which it is addressed and
may not be disclosed or relied on in connection with any transaction other than
the transactions contemplated herein. The opinions rendered herein may not be
relied upon for any other purpose, or relied upon by any other person, firm or
corporation for any purpose, without our prior written consent; provided that
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the opinions rendered herein speak only as of the date hereof and to the
addressees of this letter and we have no responsibility or obligation to update
this opinion, to consider its applicability or correctness to other than its
addressees, or to take into account changes in law, facts or any other
development of which we may later become aware.
Respectfully submitted,
Mayer, Brown & Platt
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DISTRIBUTION LIST
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Volkswagen Dealer Finance, LLC
3800 Hamlin Road
Auburn Hills, Michigan
