EXHIBIT 8.1
WEIL, GOTSHAL & XXXXXX LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
000 XXXXX XXXXXX
XXX XXXX, XX 00000
000-000-0000
(FAX) 000-000-0000
June 15, 1998
Franklin Receivables LLC
00 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
FCC Receivables Corp.
00 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: FRANKLIN AUTO TRUSTS ASSET BACKED CERTIFICATES AND NOTES
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Ladies and Gentlemen:
We have acted as counsel to Franklin Receivables LLC, a Delaware
limited liability company, and FCC Receivables Corp., a Delaware corporation
(together with Franklin Receivables LLC, the "Companies"), in connection with
the preparation and filing with the Securities and Exchange Commission of the
Companies' Registration Statement on Form S-3 (together with the exhibits and
any and all amendments thereto, the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration by the Companies of Trust Certificates and Trust Notes
(collectively, the "Securities"). As described in the Registration Statement,
the Securities will be issued in series (and may be issued in classes within any
given series), with each series being issued by a trust (each, a "Trust") to be
formed by the Companies pursuant to either a Trust Agreement or a Pooling and
Servicing Agreement (each, a "Trust Agreement") between one of the Companies, a
trustee to be determined and such other parties to be determined.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement,
including the Prospectus which is a part thereof (the "Prospectus"), a draft of
the Trust Agreement, and such corporate records, agreements, documents and other
instruments (the aforementioned documents together, the "Documents"), and have
made such inquiries of such officers and representatives of the Trust and such
other persons, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth. In such examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, the
Franklin Receivables LLC
FCC Receivables Corp.
authenticity of the originals of such latter documents, the genuineness of all
signatures, and the correctness of all representations made therein. (The terms
of the Documents are incorporated herein by reference.) We have further assumed
that the final executed Documents will be substantially the same as those which
we have reviewed and that there are no agreements or understandings between or
among the parties to the Documents with respect to the transactions contemplated
therein other than those contained in the Documents.
Based on the foregoing, subject to the next succeeding paragraph,
and assuming full compliance with all the terms of the Documents, it is our
opinion that the statements contained in the Prospectus under the caption
"Federal Income Tax Consequences," insofar as such statements constitute matters
of law or legal conclusions and except to the extent qualified therein, are
correct in all material respects.
The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service, and case
law, any of which may be changed at any time with retroactive effect. Further,
you should be aware that opinions of counsel are not binding on the Internal
Revenue Service or the courts. We express no opinion either as to any matters
not specifically covered by the foregoing opinion or as to the effect on the
matters covered by this opinion of the laws of any other jurisdictions.
Additionally, we undertake no obligation to update this opinion in the event
there is either a change in the legal authorities, in the facts, including the
taking of any action by any party to any of the transactions described in the
Documents pursuant to an opinion of counsel as required by any of the Documents
relating to such transactions, or in the Documents on which this opinion is
based, or an inaccuracy in any of the representations or warranties upon which
we have relied in rendering this opinion.
We consent to the references in the Prospectus under the caption
"Federal Income Tax Consequences" to our firm. This opinion may not be used for
any other purpose and may not otherwise be relied upon by, or disclosed, quoted
or referred to, any other person.
Very truly yours,
/s/ Weil, Gotshal & Xxxxxx LLP
