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EXHIBIT 8
December 5, 2000
National Rural Utilities Cooperative Finance Corporation
2201 Cooperative Way
Herndon, Virginia 20171
Ladies and Gentlemen:
We have acted as special tax counsel to National Rural Utilities
Cooperative Finance Corporation ("CFC"), in connection with CFC's Registration
Statement on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of $2,823,676,000 aggregate principal
amount of debt securities. The debt securities will be issued pursuant to an
Indenture between CFC and The Bank of New York dated as of December 15, 1987, as
amended by a First Supplemental Indenture dated as of October 1, 1990 (the
"Indenture").
We have reviewed the originals or copies of the Indenture, the Registration
Statement, and such other documents as we have deemed necessary or appropriate
as a basis for the opinion set forth below.
Based on the foregoing, we are of the opinion that the legal conclusions
contained in the Registration Statement under the caption "United States
Taxation" are correct in all material respects, and the discussion thereunder
does not omit any material provision with respect to the matters covered. You
should be aware that this opinion represents our conclusions as to the
application of existing law to a transaction as described therein. There can be
no assurance that contrary positions will not be taken by the Internal Revenue
Service or that the law will not change.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Hunton & Williams
under the caption "Legal Opinions" in the Registration Statement. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.
We have not been asked to give, nor have we given, an opinion concerning
the tax treatment of the debt securities under the laws of any state.
Very truly yours,
Hunton & Williams
