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Exhibit 8.1
October 31, 2000
Re: Harley-Davidson Customer Funding Corp.
Registration Statement on Form S-3 (Reg. No. 333-37550)
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Ladies and Gentlemen:
We have acted as special federal tax counsel to Harley-Davidson
Customer Funding Corp., a Nevada corporation (the "REGISTRANT"), in
connection with the Prospectus filed by the Registrant. The term "Prospectus"
means the prospectus included in the Registration Statement. The term
"Registration Statement" means (1) the Registration Statement on Form S-3
including the exhibits thereto and (2) any post-effective amendment filed and
declared effective prior to the date of issuance of the asset-backed
securities registered thereby (the "Securities").
We have examined the question of whether the Securities will have
the tax treatment described in the Prospectus. Our opinion is based upon the
current provisions of the Code, Treasury Regulations promulgated thereunder,
current administrative rulings, judicial decisions, and other applicable
authorities, all as in effect on the date of such opinions. All of the
foregoing authorities are subject to change or new interpretation, both
prospectively and retroactively, and such changes or interpretation, as well
as the changes in the facts as they have been represented to us or assumed by
us, could affect our opinion. Our opinion does not foreclose the possibility
of a contrary determination by the Internal Revenue Service (the "IRS") or by
a court of competent jurisdiction, or of a contrary position by the IRS or
Treasury Department in regulations or rulings issued in the future.
Furthermore, our opinion assumes that all the transactions contemplated by
the Prospectus will be consummated in accordance with the terms of the
Prospectus.
In general, whether a transaction constitutes the issuance of
indebtedness or the sale of assets for federal income tax purposes is a
question of fact, the resolution of which is based primarily upon the
economic substance of the instruments and the transaction pursuant to which
they are issued rather than the form of the transaction or the manner in
which the instruments are labeled. The IRS and the courts have set forth
various factors to be taken into account in determining whether or not a
transaction constitutes the issuance of indebtedness or the sale of assets
for federal income tax purposes, which we have reviewed as they apply to the
transactions described in the Prospectus.
Based on the foregoing, and such legal and factual investigations as
we have deemed appropriate, we are of the opinion that for federal income tax
purposes:
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(1) the Securities, assuming they are issued in accordance with the
Prospectus, will have the federal income tax treatment described in the
Prospectus; and
(2) we hereby adopt and confirm the information appearing under the
caption "Material Federal Income Tax Consequences" in the Prospectus and confirm
that it represents our opinion with respect to the matters discussed therein.
We hereby consent to the filing of this letter as an exhibit to the
Prospectus and to a reference to this firm (as counsel to the Registrant) under
the heading "Material Federal Income Tax Consequences" and "Legal Matters" in
the Prospectus, 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 Prospectus, including this exhibit.
Very truly yours,
/s/ WINSTON & STRAWN
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