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EXHIBIT 8.1
KIRKLAND & ELLIS
Partnerships Including Professional Corporations
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
June 15, 2000
First Security Bank, N.A.
79 South Main Street
Salt Lake City, UT 84111
Re: First Security Bank, N.A.
First Security(R) Auto Owner Trust
Amendment No. 1 to Registration Statement No. 333-36730
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We have acted as special counsel to First Security Bank, N.A., a
national banking association (the "Bank"), in connection with the above-
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mentioned Amendment No. 1 to 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
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the Bank of certain Asset Backed Notes (the "Notes") to be sold from time to
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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
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the prospectus (the "Prospectus") included in the Registration Statement.
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As described in the Registration Statement, the Notes will be issued
by a Trust. Each Trust will be formed pursuant to a Certificate of Trust filed
with the Secretary of State of Delaware. Each series of Notes will be issued
pursuant to the terms of the Indenture in effect on such date.
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) the form of Sale and Servicing Agreement, (iii) the form of
Trust Agreement, (iv) the form of Indenture, (v) the form of Underwriting
Agreement, (vi) the form of Prospectus Supplement and (vii) 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
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First Security Bank, N.A.
June 15, 2000
Page 2
upon the originals or copies certified or records of the Bank and such other
instruments and certificates of public officials, officers and representatives
of the Bank 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,
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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
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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 Supplement under the
heading "Material Federal Income Tax Consequences," 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.
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First Security Bank, N.A.
June 15, 2000
Page 3
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
