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Exhibit 8.1
June 30, 2000
TO THE ADDRESSEES LISTED IN SCHEDULE I HERETO
Re: PeopleFirst.com Vehicle Receivables Owner Trust 2000-1
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Ladies and Gentlemen:
You have requested our opinion with respect to certain federal income tax
matters in connection with the transactions contemplated by the Prospectus
Supplement dated June 21, 2000 (the "Prospectus Supplement") to the Prospectus
dated June 21, 2000 (the "Prospectus"), included in the Registration Statement
on Form S-3 (File No. 333-52021)(as amended, the "Registration Statement"). All
capitalized terms used herein have their respective meanings set forth in the
Prospectus Supplement unless otherwise stated.
We have acted as counsel to PeopleFirst.com Vehicle Receivables Owner Trust
2000-1 (the "Issuer") with respect to the offering of the Asset Backed Notes
pursuant to the Registration Statement. This letter is for delivery in
connection with the offering and is intended to confirm as of the date hereof
the sections of the Prospectus Supplement captioned "Summary of Terms--Tax
Status" and "FEDERAL INCOME TAX CONSEQUENCES" and the sections of the Prospectus
captioned "Summary of Terms--Tax Considerations" and "Certain Tax
Considerations" have been prepared or reviewed by us and, in our opinion, to the
extent they purport to describe statements of law or legal conclusions with
respect thereto, are correct in all material respects. We hereby consent to the
use of this opinion letter as an exhibit to the Registration Statement of the
Company and to the reference to this Firm under the caption "FEDERAL INCOME TAX
CONSEQUENCES" in the Prospectus Supplement.
In rendering the opinion stated below, we have examined and relied, with
your consent, upon the following:
(i) the Prospectus and the Prospectus Supplement;
(ii) the Certificate of Trust;
(iii) Trust Agreement dated as of June 1, 2000 between Prudential
Securities Secured Financing Corporation and Wilmington Trust Company, as Owner
Trustee;
(iv) the Indenture; and
(v) such other documents, records and instruments as we have deemed
necessary to enable us to render the opinions referred to in this letter.
In our examination of the foregoing documents, we have assumed, with your
consent, that (i) all documents reviewed by us are original documents, or true
and accurate copies of original documents, and have not been subsequently
amended, (ii) the signatures on each original document are genuine, (iii) each
party who executed the document had proper authority and capacity, (iv) all
representations and
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statements set forth in such documents are true and correct, (v) all obligations
imposed by any such documents on the parties thereto have been or will be
performed or satisfied in accordance with their terms and (vi) the Issuer at all
times will be organized and operated in accordance with the terms of such
documents. We have further assumed the accuracy of the statements and
descriptions of the Issuer's intended activities as described in the Prospectus.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The opinions set forth in the Prospectus Supplement under the caption
"FEDERAL INCOME TAX CONSEQUENCES" and identified as our opinions are hereby
confirmed.
(2) The summaries of federal income tax considerations set forth in the
Prospectus Supplement under the captions "Summary of Terms--Tax Status" and
"FEDERAL INCOME TAX CONSEQUENCES" and in the Prospectus under the captions
"Summary of Terms--Tax Considerations" and "Certain Tax Considerations", to the
extent such summaries purport to describe statements of law or legal conclusions
with respect thereto, are correct in all material respects.
The opinions stated above are subject to and based upon the assumptions,
qualifications, limitations, representations and covenants discussed in the
Prospectus and Prospectus Supplement. The opinions stated above represent our
conclusions as to the application of federal income tax laws existing as of the
date of this letter to the transactions contemplated in the Prospectus and
Prospectus Supplement and we can give no assurance that legislative enactments,
administrative changes or court decisions may not be forthcoming that would
modify or supersede our opinions. Moreover, there can be no assurance that
positions contrary to our opinions will not be taken by the IRS, or that a court
considering the issues would not hold contrary to such opinions. Further, the
opinions set forth above represents our conclusions based upon the documents,
facts and representations referred to above. Any material amendments to such
documents, changes in any significant facts or inaccuracy of such
representations could affect the opinions referred to herein. Although we have
made such inquiries and performed such investigations as we have deemed
necessary to fulfill our professional responsibilities as counsel, we have not
undertaken an independent investigation of all of the facts referred to in this
letter.
We call your attention to the fact that certain members of this firm own
equity interest in PeopleFirst.com
We express no opinion as to any federal income tax issue or other matter
except those set forth above.
Very truly yours,
/s/ Clifford Chance
Rogers & Wells
2
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Schedule I
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Barclays Capital Inc. Standard & Poor's Ratings Group,
222 Broadway a division of The McGraw-Hill Companies, Inc.
New York, New York 10038 55 Water Street
New York, New York 10041
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Prudential Securities Incorporated Moody's Investors Services, Inc.
One New York Plaza 99 Church Street
New York, New York 10292 New York, New York 10007
Prudential Securities Secured Financing Financial Security Assurance Inc.
Corporation 350 Park Avenue
One New York Plaza New York, New York 10022
New York, New York 10292
PeopleFirst Finance, LLC PeopleFirst.com Inc.
401 West A Street 401 West A Street
Suite 1000 Suite 1000
San Diego, California 92101 San Diego, California 92101
Norwest Bank Minnesota, National Association PF Funding II, LLC
Norwest Center 401 West A Street
Sixth Street and Marquette Avenue Suite 1000
MAC N9311-161 San Diego, California 92101
Minneapolis, Minnesota 55479
Wilmington Trust Company PeopleFirst.com Vehicle Receivables Owner Trust
1100 North Market Street 2000-1
Wilmington, Delaware 19890 c/o Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890
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