September 21, 2000
Chase Securities Inc.,
as Representative of the
Several Underwriters
270 Park Avenue
New York, New York 10017
Re: CNH Equipment Trust 2000-B
Ladies and Gentlemen:
We have acted as special Federal tax counsel for CNH Equipment
Trust 2000-B, a Delaware business trust (the "Trust"), in connection with
the issuance and sale of Class A-1 Asset Backed Notes (the "Class A-1
Notes"), Class A-2 Asset Backed Notes (the "Class A-2 Notes"), Class A-3
Asset Backed Notes (the "Class A-3 Notes"), Class A-4 Asset Backed Notes
(the "Class A-4 Notes") and Class B Asset Backed Notes (the "Class B
Notes"; together with the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, the "Notes"), to be issued pursuant to
the Indenture, dated as of September 1, 2000 (the "Indenture"), between the
Trust and Bank One, National Association, as Indenture Trustee. Capitalized
terms not otherwise defined herein are used as defined in the Sale and
Servicing Agreement, dated as of September 1, 2000 (the "Sale and Servicing
Agreement"), among the Trust, as Issuer, CNH Capital Receivables Inc.
("CNHCR"), as Seller, and Case Credit Corporation ("Case Credit"), as the
Servicer.
In that connection, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the
Prospectus, dated September 8, 2000 (the "Prospectus"), and the Prospectus
Supplement (to the Prospectus), dated September 13, 2000 (the "Prospectus
Supplement"), relating to the Notes, as filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, (b)
the NH Purchase Agreement, dated as of September 1, 2000, between New
Holland Credit Company, LLC and CNHCR, (c) the Case Purchase Agreement,
dated as of September 1, 2000, between Case Credit and CNHCR, (d) the Sale
and Servicing Agreement, (e) the Trust Agreement, dated as of September 1,
2000, (the "Trust Agreement"), between CNHCR, as Depositor, and The Bank of
New York, as trustee (the "Trustee"), (f) the Indenture and (g) specimens
of the Notes.
The opinion set forth in this letter is based on reasoning from
legal principles based on the relevant provisions of the Internal Revenue
Code of 1986, as amended, the legislative history thereof, currently
applicable Treasury regulations, judicial decisions, administrative rulings
and such other authorities as we have considered relevant. There can be no
assurance that the opinions expressed below could not be successfully
challenged by the Internal Revenue Service, or significantly altered by
legislative changes, changes in administrative positions or judicial
decisions, any of which may be applied retroactively with respect to the
completed transactions. Any such change could render the affected
provisions of this opinion inoperative. No tax rulings will be sought from
the IRS with respect to any of the matters discussed herein.
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September 21, 2000
Page 2
Based upon the foregoing, we hereby confirm that: (i) the
statements set forth in the Prospectus under the heading "U.S. Federal
Income Tax Consequences" and in the Prospectus Supplement under the heading
"Summary of Terms--Tax Status" (to the extent relating to Federal income
tax consequences) accurately reflect our opinion; (ii) the statements set
forth in the Prospectus under the heading "Illinois State Tax Consequences"
and in the Prospectus Supplement under the heading "Summary of Terms--Tax
Status" (to the extent relating to Illinois state income tax consequences)
accurately reflect our opinion; and (iii) the statements set forth in the
Prospectus under the heading "ERISA Considerations" and in the Prospectus
Supplement under the headings "ERISA Considerations" and "Summary of
Terms--ERISA Considerations" accurately reflect our opinion.
Very truly yours,
MAYER, BROWN & PLATT
RFH:TMM:EHU
