Exhibit 8.1
[Letterhead of Brown & Wood LLP]
November 30, 2000
DaimlerChrysler Wholesale Receivables LLC
27777 Franklin Road
Southfield, Michigan 48034
Re: DaimlerChrysler Wholesale Receivables LLC
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special federal tax counsel in respect of the CARCO
Auto Loan Master Trust (the "Trust") in connection with the filing by
DaimlerChrysler Wholesale Receivables LLC, a Delaware limited liability
company (the "Registrant"), of a Registration Statement on Form S-3 (such
registration statement, together with the exhibits and any amendments thereto
as of the date hereof, the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") for the registration under the Act of asset backed
certificates (the "Certificates") in an aggregate principal amount of up to
$2,000,000,000. As described in the Registration Statement, the Certificates
will be issued from time to time in one or more series with one or more
classes, with each series being issued by the Trust, which was formed by the
Registrant pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") among the Registrant, as assignee, Chrysler Financial
Company L.L.C. (as a successor by merger), as servicer, and The Bank of New
York, as successor trustee.
We have advised the Registrant with respect to certain federal income
tax consequences of the proposed issuance of the Certificates. This advice is
summarized under the headings "Summary--Tax Matters" and "Tax Matters--Federal
Income Tax Consequences" in the Prospectus and "Summary of Series Terms--Tax
Status" in the Prospectus Supplement, all a part of the Registration
Statement. 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 the caption "Tax Matters--Federal
Income Tax Consequences" in the Prospectus and the caption "Summary of Series
Terms--Tax Status" in 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 a reference to this firm (as special federal tax
counsel to DaimlerChrysler Wholesale Receivables LLC and the Trust) under the
heading "Tax Matters--Federal Income Tax Consequences" in the Prospectus
forming a part of the Registration Statement, 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.
Very truly yours,
/s/ Brown & Wood LLP
Brown & Wood LLP
