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Exhibit 8
June 1, 2000
Caterpillar Financial Services Corporation
2120 West End Avenue
Nashville, Tennessee 37203-0001
Re: Caterpillar Financial Services Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement"), filed on April 24, 2000 with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended (the "Act"), of $4,000,000,000 aggregate principal
amount of Debt Securities (the "Debt Securities") of Caterpillar Financial
Services Corporation, a Delaware corporation (the "Company"), and the Prospectus
dated May 11, 2000 and the Prospectus Supplement dated June 1, 2000 (the
"Prospectus Supplement") in the form to be filed with the Commission pursuant to
its Rule 424(b).
We have examined instruments, documents, and records that we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. Based
on such examination, we are of the opinion that the information set forth under
the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement correctly describes certain United States federal income
tax consequences of the ownership of Debt Securities as of the date hereof.
Our opinion is limited to the tax matters specifically covered under
the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement, and we have not been asked to address, nor have we
addressed, any other tax matters.
We hereby consent to the reference to our name and our opinion under
the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement and the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
