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EXHIBIT 8.1
[MITCHELL SILBERBERG & KNUPP LLP LETTERHEAD]
January 10, 2001
VIA EDGAR
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WFS Financial Auto Loans, Inc.
WFS Receivables Corporation
6655 West Sahara Avenue
Las Vegas, Nevada 89146
Re: WFS Financial Owner Trusts
Registration Statement on Form S-3, File Number 333-51214
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Dear Ladies and Gentlemen:
We have acted as legal counsel for WFS Financial Auto Loans, Inc. ("WFAL"),
a California corporation and WFS Receivables Corporation ("WFSRC" and with WFAL
the "Registrants"), a California corporation, in connection with the preparation
of the Registrants' 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 filed on December 4, 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
Registrants 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.
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WFS Financial Auto Loans, Inc.
WFS Receivables Corporation
January 10, 2001
Page 2
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 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
