<PAGE> 1
EXHIBIT 8.1
[MITCHELL SILBERBERG & KNUPP LLP LETTERHEAD]
July 24, 2000
VIA EDGAR
WFS Receivables Corporation 2
6655 West Sahara Avenue
Las Vegas, Nevada 89102
Re: WFS Financial Owner Trusts
Registration Statement on Form S-3, File Number 333-40776
Dear Ladies and Gentlemen:
We have acted as legal counsel for WFS Receivables Corporation 2
("WFSRC2" or the "Registrant"), a Nevada corporation, in connection with the
preparation of the Registrant's registration statement, as amended, on Form S-3
under the Securities Act of 1933, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission relating to the issuance of
one or more series of asset-backed notes (the "Notes") secured by the assets of
one or more series of WFS Financial Owner Trusts (each a "Trust").
In rendering the opinion set forth below, we have examined the
Registration Statement dated as amended and filed on July 25, 2000 (the "Form
S-3") and such exhibits to the Form S-3 as we have considered necessary or
appropriate for the purposes of this opinion. In rendering this opinion, we
have assumed that a final version of the Form S-3 will become the effective
Registration Statement of the Registrant without material change in the facts
stated, and that the issuance of the Notes will be duly authorized by all
necessary action and duly executed substantially in the manner described in the
Form S-3. In rendering this opinion, we have relied upon certain representations
regarding the underlying facts set forth in the Form S-3, including the
existence, nature and sufficiency of the retail installment contracts and
installment loans which shall be held as assets of each Trust, as set forth in
certain certificates provided by officers of the Registrants and by officers of
Western Financial Bank and WFS Financial Inc. The opinion set forth herein is
expressly based upon such assumptions and representations and upon the accuracy
of those facts so assumed or represented. With respect to the underlying facts,
we have made only such factual inquiries as we have deemed appropriate and have
not independently verified any facts.
Based upon and subject to the foregoing, and in reliance thereon
and subject to the assumptions, exceptions and qualifications set forth herein,
it is our opinion that the information
<PAGE> 2
WFS Receivables Corporation 2
July 24, 2000
Page 2
contained in the Form S-3 under the caption "Federal and California Income Tax
Consequences" and the opinions set forth under that caption, to the extent that
such information constitutes matters of law or legal conclusions, is correct.
The opinions expressed in this letter are based upon relevant
provisions of the Internal Revenue Code of 1986, as amended, the California
Revenue and Taxation Code, federal and state income tax regulations, and current
interpretations thereof as expressed in court decisions and administrative
determinations in effect on this date. All of these provisions, regulations and
interpretations are subject to changes which might result in substantial
modifications of our opinions, and we do not undertake to advise you of any such
modification. We caution that although the opinions expressed in this letter
represents our best legal judgment as to such matter, our opinions have no
binding effect on the Internal Revenue Service, the California Franchise Tax
Board or the courts.
We have expressed no opinion as to other tax issues affecting the
Registrants, the purchasers of the Notes or any other participant to the
transactions described in the Form S-3. We expressly refrain from rendering any
opinion as to the tax laws of any state (or subdivision thereof) other than
California or any foreign country.
We consent to the filing of this opinion with, and to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving our consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations thereunder. This opinion
is given as of the date hereof and we assume no obligation to advise you of
changes that may hereafter be brought to our attention.
Very truly yours,
/S/ MITCHELL, SILBERBERG & KNUPP LLP
Mitchell, Silberberg & Knupp LLP
