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Exhibit 8.1
[Brown & Wood LLP Letterhead]
July 11, 2000
Pooled Auto Securities Shelf LLC
One First Union Center, TW-9
Charlotte, NC 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 federal tax counsel to the trusts referred to
below in connection with the filing by Pooled Auto Securities Shelf LLC, a
Delaware limited liability company (the "Company") of a registration statement
on Form S-3 (No. 333-36692), including all amendments thereto (collectively, the
"Registration Statement"), filed by the Company and the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), for the registration under the Act of asset
backed notes (the "Notes") and assets backed certificates (the "Certificates")
to be registered pursuant to the Registration Statement and issued from time to
time in one or more series as described in the Registration Statement, the Notes
and/or the Certificates will be issued from time to time in series, with each
series being issued by a trust (each, a "Trust") to be formed by the Company
pursuant to a Trust Agreement (each, a "Trust Agreement") between the Company
and an Owner Trustee, or a Pooling and Servicing Agreement (each, a "Pooling and
Servicing Agreement") among the Company, the Servicer and the Trustee. Each
series may include one or more classes of Notes, which will be issued pursuant
to an Indenture between the related Trust and an indenture trustee. Each series
may also include one or more classes of Certificates, which will be issued
pursuant to a Trust Agreement or a Pooling and Servicing Agreement.
We have advised the Registrant with respect to the material federal
income tax consequences to investors in the Notes or Certificates. Our opinion
is set forth in the description under the headings "Summary -- Tax Status" and
"Material Federal Income Tax Consequences" in the Prospectus and the Prospectus
Supplements, all a part of the Registration Statement. Such opinion discusses
the material federal income tax consequences to investors in the Notes or
Certificates, but does not purport to discuss all possible federal income tax
ramifications of the issuance, and with respect to the material federal
consequences discussed, in our opinion, the description is accurate in all
material respects.
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We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to a reference to this firm (as special federal tax
counsel to the Trust) under the heading "Material Federal Income Tax
Consequences" and "Legal Opinions" in the Prospectus and the Prospectus
Supplements forming a part of the Registration Statement, without 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,
Brown & Wood LLP
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