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Exhibit 8.1
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September 21, 2000
Bombardier Credit Receivables Corporation
P.O. Box 5544
Burlington, VT 05402
Bombardier Capital Inc.
1600 Mountain View Drive
Colchester, Vermont 05446
Re: Bombardier Receivables Master Trust I--
Registration Statement on Form S-1 filed
with the Securities and Exchange Commission
(File No. 333-77091)
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Ladies and Gentlemen:
We have acted as special tax counsel to Bombardier Credit Receivables
Corporation, a Delaware corporation (the "Company"), in connection with the
proposed issuance by Bombardier Receivables Master Trust I, a trust formed
pursuant to the Pooling and Servicing Agreement dated as of January 1, 1994, as
heretofore and herewith amended and supplemented, among the Company, as
depositor, Bombardier Capital Inc., as servicer, and Bankers Trust Company, as
Trustee, of asset-backed certificates in a public offering being registered with
the Securities and Exchange Commission under the United States Securities Act of
1933, as amended (the "Securities Act"), pursuant to a registration statement of
the Company on Form S-1 (Registration No. 333-77091), as amended to the date
hereof (the "Registration Statement"). Capitalized terms used herein and not
otherwise defined herein have the respective meanings ascribed to them in the
Registration Statement.
In connection with the foregoing, we have examined originals or copies
satisfactory to us of all such corporate records, agreements, instruments and
other documents as we have deemed relevant and necessary as a basis for the
opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of all documents
submitted to us as copies. We understand and assume that (i) any agreement which
we have examined will represent
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September 21, 2000
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the valid and binding obligation of the respective parties thereto, enforceable
in accordance with its respective terms, and the entire agreement between the
parties with respect to the subject matter thereof, (ii) the parties to each
such agreement will comply with all of their respective covenants, agreements
and undertakings contained therein, and (iii) the transactions provided for by
each such agreement will be carried out in accordance with its terms.
We hereby confirm that the discussion of federal income tax consequences
appearing in the Registration Statement under the heading "Material Federal
Income Tax Consequences" is and adopt it as our opinion as to the material
federal income tax consequences of purchasing, owning and disposing of
Certificates and we adopt it as such.
Our opinion is based upon existing federal income tax laws, regulations,
administrative pronouncements and judicial decisions. All such authorities are
subject to change, either prospectively or retroactively. No assurance can be
provided as to the effect of any such change upon our opinion. In addition, our
opinion is based on the facts and circumstances set forth in the Registration
Statement and in the other documents reviewed by us. the opinion contained in
the Registration Statement is, accordingly, deemed to be incorporated herein.
The opinion set forth herein has no binding effect on the Internal Revenue
Service or any court. No assurance can be given that, if the matter were
contested, a court would agree with the opinion set forth herein.
In giving the foregoing opinion, we express no opinion other than as to the
federal income tax law of the United States of America.
We are furnishing this letter in our capacity as special tax counsel to the
Company and this letter is not to be used, circulated, quoted or otherwise
referred to for any other purpose, except as set forth below.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
caption "Material Federal Income Tax Consequences" in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission issued thereunder or that we are "experts" within the meaning of such
act, rules and regulations.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
