<PAGE> 1
Exhibit 8.1
KIRKLAND & ELLIS
Partnerships Including Professional Corporations
200 East Randolph Drive
Chicago, Illinois 60601
312-861-2000
June 12, 2000
Navistar Financial Securities Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008
Re: Navistar Financial Securities Corporation
Navistar Financial Dealer Note Master Trust
Registration Statement No. 333-32960
We have acted as special counsel to Navistar Financial Securities
Corporation, a Delaware corporation (the "Company"), in connection with the
above-mentioned Registration Statement on Form S-3 filed with the Securities and
Exchange Commission (together with the exhibits and amendments thereto, the
"Registration Statement") in connection with the registration by the Company of
certain Dealer Note Asset Backed Certificates (the "Certificates") to be sold
from time to time in one or more series in amounts to be determined at the time
of sale and to be set forth in one or more Supplements (each, a "Prospectus
Supplement") to the Prospectus (the "Prospectus") included in the Registration
Statement.
As described in the Registration Statement, the Certificates will
be issued by Navistar Financial Dealer Note Master Trust (the "Master Trust").
The Master Trust was formed by the Company pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of June 8, 1995, as
amended, by and among the Company, Navistar Financial Corporation, a Delaware
corporation, as Servicer and The Bank of New York, as Master Trust Trustee. Each
series of Certificates will be issued pursuant to a supplement to the Pooling
and Servicing Agreement (a "Series Supplement").
In arriving at the opinion expressed below, among other things,
we have examined and relied, to the extent we deem proper, on (i) the
Registration Statement, (ii) in each case as filed as an exhibit to the
Registration Statement, (a) the form of Underwriting Agreement, (b) the Pooling
and Servicing Agreement and (c) the form of Series Supplement, and (iii) copies
of such other documents as we have deemed necessary for the expression of the
opinion contained herein.
We have examined and relied, with your permission, as to factual
matters upon the representations and warranties contained in or made pursuant to
the documents referred to above and
<PAGE> 2
Navistar Financial Securities Corporation
June 12, 2000
Page 2
upon the originals or copies certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and certificates of public officials, officers and representatives
of the Company and other persons, and we have made such investigations of law as
we have deemed appropriate. In such examination, we have assumed, with your
permission, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as copies, and the
authenticity of the originals of all documents submitted to us as copies. With
your permission, we have further assumed the genuineness of the signatures of
persons signing all documents and instruments and the authority of such persons
signing on behalf of the parties thereto.
In rendering our opinion, we have also considered and relied upon
the Internal Revenue Code of 1986, as amended (the "Code"), administrative
rulings, judicial decisions, regulations, and such other authorities (including
Treasury regulations) as we have deemed appropriate, all as in effect on the
date hereof and all which are subject to change or different interpretation.
However, we will not seek a tax ruling from the Internal Revenue Service (the
"IRS") with respect to any of the matters discussed herein. Moreover, the
statutory provisions, regulations, interpretations and other authorities upon
which our opinion is based are subject to change, and such changes could apply
retroactively. In addition, there can be no assurance that positions contrary to
those stated in our opinion will not be taken by the IRS. Our opinion is in no
way binding on the IRS or any court, and it is possible that the IRS or a court
could, when presented with these facts, reach a different conclusion.
Based on the foregoing, and assuming the aforementioned documents
are duly executed and delivered in substantially the form we have examined, we
are of the opinion that the statements in the Prospectus under the heading
"Material Federal Income Tax Matters," to the extent that they constitute
matters of law or legal conclusions with respect thereto, have been prepared or
reviewed by us and are correct in all material respects.
Except for the opinion expressed above, we express no opinion as
to any other tax consequences of the transaction to any part under federal,
state, local, or foreign laws. In addition, we express no opinion as to the laws
of any jurisdiction other than the federal laws of the United States of America
to the extent specifically referred to herein.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
