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SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
CHICAGO TELEPHONE 000 000 0000 WASHINGTON, D.C.
______ FACSIMILE 000 000 0000 ______
DALLAS LONDON
______ FOUNDED 1866 ______
LOS ANGELES SINGAPORE
______
TOKYO
EXHIBIT 8.1
March 25, 1999
Corporate Asset Backed Corporation
c/o PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We have advised Corporate Asset Backed Corporation (the "Registrant") with
respect to certain federal income tax considerations in connection with the
issuance by CABCO Trust for X. X. Xxxxxx Debentures (the "Trust") of 2,106,000
Trust Certificates, principal amount $25 per certificate (the "Certificates"),
issued pursuant to the Amended and Restated Trust Agreement, dated as of March
25, 1999, including the Standard Terms and Provisions of Series Trust Deposit
Agreement incorporated therein by reference (the "Trust Agreement"), between the
Depositor and United States Trust Company of New York, as Trustee (in such
capacity, the "Trustee"). Such advice conforms to the description of selected
federal income tax consequences to holders of the Certificates that appear under
the heading "Certain Federal Income Tax Considerations" in the prospectus and
the prospectus supplement (collectively, the "Prospectus"), each dated March 18,
1999, forming a part of Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (File No. 33-91744) filed by the Registrant with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act") on May 9, 1995 (the "Registration Statement). Such description does
not purport to discuss all possible income tax ramifications of the proposed
issuance, but with respect to those tax consequences which are discussed, in our
opinion the description is accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and in the other documents reviewed by us.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of
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SIDLEY & AUSTIN NEW YORK
Corporate Asset Backed Corporation
March 25, 1999
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the Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Sidley & Xxxxxx
XXXXXX & XXXXXX
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