<PAGE> 1
EXHIBIT 8
September 8, 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, filed on April 24, 2000 with the Securities and Exchange Commission
in connection with the registration under the Securities Act of 1933, as
amended, of $4,000,000,000 aggregate principal amount of Debt Securities of
Caterpillar Financial Services Corporation, a Delaware corporation, and the
Prospectus and the Prospectus Supplement (the "Prospectus Supplement"), each
dated September 8, 2000, 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 our examination of the foregoing documents, and
consideration of applicable laws, 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 the PowerNotesSM described in the
Prospectus Supplement 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
