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EXHIBIT 8.1
[LETTERHEAD OF BROWN & WOOD LLP]
555 CALIFORNIA STREET
SAN FRANCISCO, CA 94104-1715
TELEPHONE: 415-772-1200
FACSIMILE: 415-397-4621
December 8, 2000
Pooled Auto Securities Shelf LLC
One First Union Center, TW-9
Charlotte, North Carolina 28288
Re: Pooled Auto Securities Shelf LLC
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special tax counsel for Pooled Auto Securities Shelf LLC, a
Delaware limited liability company (the "Company"), in connection with the
preparation of the registration statement No. 333-45546 on Form S-3 (the
"Registration Statement") relating to the issuance from time to time in one or
more series (each, a "Series") of up to $1,500,000,000 aggregate principal
amount of asset-backed securities (the "Securities"). The Registration Statement
has been filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"). As set forth in the
Registration Statement, each Series of Securities will be issued under and
pursuant to the conditions of a separate pooling and servicing agreement, trust
agreement or indenture (each an "Agreement") among the Company, a trustee (the
"Trustee") and, where appropriate, a servicer (the "Servicer"), each to be
identified in the prospectus supplement for such Series of Securities.
We have examined the prospectus and the forms of prospectus supplement
contained in the Registration Statement (the "Prospectus" and "Prospectus
Supplements", respectively) and such other documents, records and instruments as
we have deemed necessary for the purposes of this opinion.
We have advised the Registrant with respect to certain federal income tax
consequences of the proposed issuance of the Securities. This advice is
summarized under the headings "Summary--Tax Status" and "Material Federal Income
Tax Consequences" in the Prospectus and "Summary--Tax Status" and "Material
Federal Income Tax Consequences" in the Prospectus Supplements, all a part of
the Registration Statement. Such description does not purport to discuss all
possible federal income tax ramifications of the proposed issuance, but with
respect to those federal income tax consequences that are discussed, in our
opinion, the description is
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accurate in all material respects. We hereby confirm and adopt the opinions
expressly set forth under each of the above quoted headings in the Prospectus
and the Prospectus Supplements as our opinions. There can be no assurance,
however, that contrary positions will not be taken by the Internal Revenue
Service or that the law will not change.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm as special federal tax
counsel to the Company under each of the above quoted headings in the Prospectus
and the Prospectus Supplements forming a part of the Registration Statement,
without implying or admitting that we are "experts" within the meaning of the
Act or the rules and regulations of the Commission issued thereunder, with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Brown & Wood LLP
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