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EXHIBIT 8.1
June 6, 2000
We hereby confirm that the opinion set forth in the Registration Statement on
Form S-1 (File No. 333-38388) (the "Registration Statement") filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), in connection with Ford's distribution to Ford
common and Class B stockholders of all shares of Visteon common stock owned by
Ford, is the full opinion of Davis Polk & Wardwell with respect to tax
matters. We also hereby consent to the reference to our name with respect to
that opinion.
Very truly yours,
/s/Davis Polk & Wardwell
