EXHIBIT 8.1
[Letterhead of GnazzoThill, A Professional Corporation]
November __, 2000
Yamaha Motor Receivables Corporation
6555 Katella Avenue, Suite A
Cypress, California 90630
Re: Yamaha Motor Master Trust
Floating Rate Series 2000-1 Asset-Backed Certificates
Registration Statement on Form S-1, No. 333-45516
Ladies and Gentlemen:
We have acted as special counsel to Yamaha Motor Receivables
Corporation (the "Company") in connection with the preparation and filing
of the registration statement on Form S-1 (the "Registration Statement")
filed on the date hereof with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), in respect
of the Yamaha Motor Master Trust (the "Trust"), Floating Rate Series 2000-1
Asset-Backed Certificates (the "Series 2000-1 Certificates"). Capitalized
terms used but not defined herein shall have the same meaning as in the
Registration Statement.
In rendering our opinion, we have reviewed (i) the Registration
Statement, (ii) the form of Pooling and Servicing Agreement, (iii) the form
of Supplement thereto related to the Series 2000-1 Certificates, (iv) the
forms of the Series 2000-1 Certificates, and (v) such other transaction
documents, certificates and records as we have considered necessary or
appropriate for the purposes of this opinion.
In rendering our opinion, we have assumed (i) the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, and the authenticity
of the originals of such copies, (ii) that the transactions described in or
contemplated by the foregoing documents have been and will be consummated
in accordance with the terms of such operative documents and that such
documents accurately reflect the material facts of such transactions, and
(iii) that a final version of the Registration Statement will become the
effective Registration Statement in respect of the Certificates without
material change in the facts stated. The opinion set forth herein is
expressly based upon such assumptions and representations and upon the
accuracy of those facts so assumed or represented.
Our opinion is also based on the Internal Revenue Code of 1986, as
amended, administrative rulings, judicial decisions, Treasury regulations
and other applicable authorities. The statutory provisions, regulations,
and interpretations on which our opinion is based are subject to change,
possibly retroactively. In addition, there can be no complete assurance
that the Internal Revenue Service will not take positions contrary to those
stated in our opinion.
Based on the foregoing, we are of the opinion that although the
discussion in the Prospectus and the Prospectus Supplement under the
heading "Federal Income Tax Consequences" does not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of the Offered Certificates, in our opinion, such
discussion taken as whole constitutes in all material respects, a fair and
accurate summary of the United States federal income tax consequences of
the purchase, ownership and disposition of the Offered Certificates under
existing law.
Other than as expressly stated above, we express no opinion on any
issue relating to the Company, the Servicer, or to any series or class of
certificates other than the Offered Certificates, or under any law other
than the federal income tax laws.
We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement and it is not to be relied upon, used,
circulated, quoted or otherwise referred to for any other purpose without
our express written permission.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the
Registration Statement and related prospectus under the heading "Certain
Federal Income Tax Considerations" and "Legal Matters." In giving our
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ GNAZZOTHILL,
A PROFESSIONAL CORPORATION
