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EXHIBIT 8.1
August 17, 2000
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
Re: Registration Statement
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Dear Ladies and Gentlemen:
We have acted as special tax counsel to Chevy Chase Bank, F.S.B., a federal
chartered stock savings bank (the "Bank"), in connection with the Prospectus
filed by the Bank.
The term "Prospectus" means the prospectus included in the Registration
Statement. The term "Registration Statement" means (i) the Registration
Statement on Form S-3 including the exhibits thereto and (ii) any post-effective
amendment filed and declared effective prior to the date of issuance of the
asset-backed securities registered thereby (the "Securities").
We have examined the question of whether the Securities will have the tax
treatment described in the Prospectus. Our analysis is based on the provisions
of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder as in effect on the date hereof and on existing judicial
and administrative interpretations thereof. These authorities are subject to
change and to differing interpretations, which could apply retroactively. The
opinion of special tax counsel is not binding on the courts or the Internal
Revenue Service (the "IRS").
In general, whether a transaction constitutes the issuance of indebtedness
or the sale of assets for federal income tax purposes is a question of fact, the
resolution of which is based primarily upon the economic substance of the
instruments and the transaction pursuant to which they are issued rather than
the form of the transaction or the manner in which the instruments are labeled.
The IRS and the courts have set forth various factors to be taken into account
in determining whether or not a transaction constitutes the issuance of
indebtedness or the sale of assets for federal income tax purposes, which we
have reviewed as they apply to the transactions described in the Prospectus.
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Based on the foregoing, and such legal and factual investigations as we
have deemed appropriate, we are of the opinion that for federal income tax
purposes:
(1) The Securities, assuming they are issued in accordance with the
Prospectus, will have the federal income tax treatment described in the
Prospectus.
(2) We hereby adopt and confirm the information appearing under the caption
"Material Federal Income Tax Considerations" in the Prospectus and confirm that
it represents our opinion with respect to the matters discussed therein.
This opinion is furnished by us as counsel to the Registrant. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to Dewey Ballantine LLP in the Registration
Statement and the related prospectus under the heading "Legal Matters."
Very truly yours,
/s/ DEWEY BALLANTINE LLP
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