Exhibit 8.2
November 28, 2000
Chrysler Financial Company L.L.C.
27777 Franklin Road
Southfield, Michigan 48034
Chrysler Auto Receivables Company
27777 Franklin Road
Southfield, Michigan 48034
Chrysler Financial Receivables Corporation
27777 Franklin Road
Southfield, Michigan 48034
Ladies and Gentlemen:
Re: Registration Statement on Form S-3
to register Asset Backed Certificates
to be issued by CARCO Auto Loan Master Trust
(the "Registration Statement")
I am Vice President and General Counsel of Chrysler Financial Company
L.L.C., a Michigan limited liability company, as servicer (the "Servicer") and
of Chrysler Auto Receivables Company, a Delaware corporation, and Chrysler
Financial Receivables Corporation, a Michigan corporation, the members of
DaimlerChrysler Wholesale Receivables LLC, a Delaware limited liability
company, as seller (the "Seller"), in connection with the above-captioned
Registration Statement, filed by the Seller with the Securities and Exchange
Commission in connection with the registration by the Seller of Asset Backed
Certificates (the "Certificates") representing interests in CARCO Auto Loan
Master Trust (the "Trust") in an aggregate principal amount of $2,000,000,000.
As described in the Registration Statement, the Certificates will be issued
from time to time by the Trust in series ("Series"). With respect to each
Series, the Certificates will be issued pursuant to a supplement to the
Pooling and Servicing Agreement and the Certificates will be sold from time to
time pursuant to certain underwriting agreements (the "Underwriting
Agreements") between the Seller and various underwriters named therein.
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I, or members of my staff upon whom I am relying, have examined and
relied upon the Registration Statement and, in each case as filed with the
Registration Statement, the form of Pooling and Servicing Agreement and
supplements thereto, including the forms of Certificates, and the form of
Underwriting Agreement (collectively, the "Operative Documents"). In addition,
I, or members of my staff upon whom I am relying, have examined and considered
executed originals or counterparts, or certified or other copies identified to
my satisfaction as being true copies of such certificates, instruments,
documents, and other corporate records of the Seller, and matters of fact and
law as we deem necessary for the purposes of this opinion. Capitalized terms
not otherwise defined herein have the meanings assigned to them in the
Registration Statement.
In our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted as originals, the conformity to
original documents of all documents submitted as certified or photostatic
copies, and the authenticity of the originals of such documents. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Seller and others.
I hereby confirm that the statements set forth in the Prospectus forming
a part of the Registration Statement under the caption "Tax Matters - State
and Local Tax Consequences" accurately describe the material Michigan tax
consequences to holders of the Certificates.
I am admitted to the State Bar of Michigan and I express no opinion as to
the laws of any other jurisdiction except the laws of the State of Michigan
and the federal law of the United States. I do not purport to be an expert on,
or to express any opinion herein concerning, the laws of any other
jurisdiction or the effect under the law of the State of Michigan or the
federal law of the United States of the law of any other jurisdiction.
<PAGE>
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Prospectus included in the
Registration Statement without implying or admitting that I am an "expert"
within the meaning of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement. This opinion is given as of the date hereof and I
undertake no obligation to notify you of any changes in law or fact occurring
after the date hereof. This opinion is for the sole benefit of the addressees
and is not to be used, circulated, quoted, relied upon, or otherwise referred
to for any other purpose without my express permission. This opinion is
limited to the matters stated herein and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
Very truly yours,
/s/Christopher A. Taravella
Christopher A. Taravella
Vice President and
General Counsel
