<PAGE>
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 Amended and Restated 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
<PAGE>
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
