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EXHIBIT 8.1
[LETTERHEAD OF BROWN & WOOD LLP]
October 18, 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 $1,000,000,000 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 1933 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 contained in the Registration Statement (the
"Prospectus") and such other documents, records and instruments as we have
deemed necessary for the purposes of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the part
of the Company, the Trustee, the Servicer (where applicable) and any other party
thereto for such Series of Securities and will be duly executed and delivered by
the Company, the Trustee, the Servicer and any other party thereto substantially
in the applicable form filed as an exhibit to the Registration Statement, that
each Series of Securities will be duly executed and delivered in substantially
the forms set forth in the related Agreement filed as an exhibit to the
Registration Statement, and that the Securities will be sold as described in the
Registration Statement.
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As special tax counsel to the Company, we have advised the Company with
respect to the material federal income tax aspects of the proposed issuance of
each Series of Securities pursuant to the related Agreement. Such advice has
formed the basis for the description of selected federal income tax consequences
for holders of such Securities that appears under the headings "Summary--Tax
Status" and "Material Federal Income Tax Consequences" in the Prospectus forming
a part of the Registration Statement. Such description does not purport to
discuss all possible federal income tax ramifications of the proposed issuance
of the Securities, but with respect to those federal income tax consequences
which are discussed, in our opinion, the description is accurate in all material
respects. We hereby confirm and adopt as our opinions, the opinions stated in
the Prospectus under the headings "Summary--Tax Status" and "Material Federal
Income Tax Consequences".
This opinion is based on the facts and circumstances set forth in the
Registration Statement and in the other documents reviewed by us. Our opinion
as to the matters set forth herein could change with respect to a particular
Series of Securities as a result of changes in fact or circumstances, changes in
the terms of the documents reviewed by us, or changes in the law subsequent to
the date hereof. Because the Prospectus contemplates Series of Securities with
numerous different characteristics, you should be aware that the particular
characteristics of each Series of Securities must be considered in determining
the applicability of this opinion to a particular Series of Securities.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the headings
"Summary--Tax Status" and "Material Federal Income Tax Consequences" in the
Prospectus forming a part of the Registration Statement, without admitting that
we are "experts" within the meaning of the 1933 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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