Exhibit 8.1
December 15, 2000
ML Asset Backed Corporation
250 Vesey Street
World Financial Center
New York, New York 10281
Re: ML Asset Backed Corporation
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special tax counsel for ML Asset Backed Corporation, a
Delaware corporation (the "Corporation"), in connection with the preparation
of the registration statement No. 333-45336 on Form S-3 (the "Registration
Statement") relating to the issuance from time to time in one or more series
(each, a "Series") of up to $1,200,000,000 aggregate principal amount of
asset-backed securities (the "Securities"). The Registration Statement has
been filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"). As set forth in the
Registration Statement, each Series of Securities will be issued under and
pursuant to the conditions of a separate pooling and servicing agreement,
trust agreement or indenture (each an "Agreement") among the Corporation, a
trustee (the "Trustee") and, where appropriate, a servicer (the "Servicer"),
each to be identified in the prospectus supplement for such Series of
Securities.
We have examined the prospectus, dated December 5, 2000 (the
"Prospectus"), and the Prospectus Supplement, dated December 8, 2000 (the
"Prospectus Supplement"), relating to PeopleFirst.com Vehicle Receivables
Owner Trust 2000-2, as filed with the Commission pursuant to Rule 424(b), and
such other documents, records and instruments as we have deemed necessary for
the purposes of this opinion.
We have advised the Registrant with respect to certain federal income tax
consequences of the proposed issuance of the Series 2000-2 Securities. This
advice is summarized under the headings "Summary--Tax Status" and "Material
Federal Income Tax Consequences" in the Prospectus and "Summary of Terms--Tax
Status" and "Material Federal Income Tax Consequences" in the Prospectus
Supplement. Such description does not purport to discuss all possible federal
income tax ramifications of the proposed issuance, but with respect to those
federal income tax consequences that are discussed, in our opinion, the
description is accurate in all material respects. We hereby confirm and adopt
the opinions expressly set forth under each of the above quoted headings in
the Prospectus and the Prospectus Supplement. There can be no assurance,
however, 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 letter as an exhibit to the
Registration Statement and to the references to this firm as special federal
tax counsel to the Corporation under each of the above quoted headings in the
Prospectus and the Prospectus Supplement, without implying or admitting that
we are "experts" within the meaning of the Act or the rules and regulations of
the Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit, the Prospectus or the Prospectus
Supplement.
Very truly yours,
/s/ Brown & Wood LLP
Brown & Wood LLP
