<PAGE>
EXHIBIT 8.1
Exhibit 8.1
to the Registration Statement
August 7, 2000
Toyota Motor Credit Receivables Corporation
Toyota Motor Credit Corporation
Toyota Auto Receivables Trusts
19001 South Western Avenue
Torrance, California 90509
Re: Toyota Motor Credit Receivables Corporation
Toyota Motor Credit Corporation
Toyota Auto Receivables Trusts
Registration Statement on Form S-3
Registration No. 333-41568
Ladies and Gentlemen:
We have acted as special counsel to Toyota Motor Credit Receivables
Corporation ("TMCRC"), a California corporation and a wholly owned limited
purpose subsidiary of Toyota Motor Credit Corporation ("TMCC"), a California
corporation and certain trusts, all of the beneficial ownership of which will
initially be owned by TMCRC (together with TMCRC, each an "Issuer"), in
connection with the proposed issuance of $2,100,000,000 aggregate principal
amount of asset-backed notes (the "Notes") and/or asset-backed certificates (the
"Certificates") to be offered pursuant to a registration statement on Form S-3
(such registration statement as amended, the "Registration Statement") relating
to the Notes and Certificates. The Registration Statement has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act"), and the rules and regulations promulgated thereunder.
The Notes will be issued under and pursuant to the indenture for each series,
each between the applicable Issuer and the Indenture Trustee (as defined
therein). The indenture in the form filed with the Securities and Exchange
Commission on July 17, 2000, as an exhibit to the Registration Statement, is
herein referred to as the "Indenture". The Certificates will be issued under and
pursuant to a pooling and servicing agreement or sale and servicing agreement
for each series, each between the applicable Issuer, the administrator (as
defined therein, the "Administrator") and the trustee (as defined therein, the
"Trustee"). The pooling and servicing agreement in the form filed with the
Securities and Exchange Commission on July 17, 2000, as an exhibit to the
Registration Statement, is herein referred to as the "Pooling and Servicing
Agreement". The sale and servicing agreement in the form filed with the
Securities and Exchange Commission on July 17, 2000, as an exhibit to the
Registration Statement, is herein referred to as the "Sale and Servicing
Agreement".
In connection with this opinion letter, we have examined originals or
copies, certified or otherwise identified to our satisfaction of the
organizational documents of the Issuers', the form of Indenture included as an
exhibit to the Registration Statement, the form of Pooling and
<PAGE>
Page 2
Servicing Agreement included as an exhibit to the Registration Statement, the
form of Sale and Servicing Agreement included as an exhibit to the Registration
Statement, the form of Certificates included in the Registration Statement, and
such other records, documents and certificates of the Issuers and public
officials and other instruments as we have deemed necessary for the purpose of
this opinion. In addition, we have assumed that each of the Indenture, Pooling
and Servicing Agreement and the Sale and Servicing Agreement, as applicable, as
completed for each series will be duly executed and delivered by each of the
respective parties thereto; that the Notes and Certificates as completed for
each series, as applicable, will be duly executed and delivered substantially in
the forms contemplated by the Indenture or Pooling and Servicing Agreement or
the Sale and Servicing Agreement, as applicable; and the Notes and Certificates
for each series will be sold as described in the Registration Statement.
In rendering this opinion letter, we express no opinion as to the laws of
any jurisdiction other than the United States Internal Revenue Code of 1986, as
amended, (the "Code") nor do we express any opinion, either implicitly or
otherwise, on any issue not expressly addressed below. In rendering this opinion
letter, we have not passed upon and do not pass upon the application of "doing
business" or the securities laws of any jurisdiction.
As special tax counsel to TMCRC and the Trust, we have advised TMCRC and
the Trust with respect to certain federal income tax aspects of the proposed
issuance of the Notes and the Certificates after the date hereof as described in
the Registration Statement. Such advice has formed the basis for the description
of selected federal income tax consequences for holders of the Notes and
Certificates that appears under the heading "Certain Federal Income Tax
Consequences" in the Prospectus. Such description does not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Notes and Certificates, but with respect to those federal income tax
consequences which are discussed, in our opinion, the description is accurate.
This opinion set forth above is based on relevant provisions of the Code,
Treasury Regulations thereunder, and interpretations of the foregoing as
expressed in court decisions, administrative determinations, and legislative
history as of the date hereof. These provisions and interpretations are subject
to change, which may or may not be retroactive in effect, that might result in
modifications of our opinion.
We consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to this firm under the heading "Certain Federal
Income Tax Consequences" in the Prospectus, without admitting that we are
"experts" within the meaning of the 1933 Act or the rules or regulations of the
Securities and Exchange Commission thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
-------------------------------------
