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 21, 2000
A.I. Receivables Transfer Corp.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
RE: AIG CREDIT PREMIUM FINANCE MASTER TRUST ASSET BACKED NOTES
----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to A.I. Receivables Transfer Corp. (the
"Seller"), in connection with the preparation and filing with the Securities and
Exchange Commission of a Registration Statement on Form S-3 (Registration Number
333-86525), as amended to the date hereof (together with the exhibits thereto,
the "Registration Statement") relating to the registration by the Seller and AIG
Credit Premium Finance Master Trust (the "Trust") of the Trust's Asset Backed
Notes (the "Notes"). As described in the Registration Statement, the Notes will
be issued in series (and may be issued in classes within any given series). The
Trust was formed pursuant to a Master Trust Agreement between the Seller and
Chase Manhattan Bank Delaware, as Owner Trustee (the "Master Trust Agreement").
Each series of Notes will be issued pursuant to a Base Indenture between the
Trust and Bank One, National Association, as Indenture Trustee (the "Base
Indenture"). All capitalized terms not otherwise defined herein have the
meanings ascribed to them in the Registration Statement.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement,
including the Prospectus and the form of Prospectus Supplement which are a part
thereof (collectively, the "Prospectus"), the Master Trust Agreement, the Base
Indenture, a draft of the Notes, the AIG Support 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 Seller and 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
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 our opinion
that, although there is no direct authority with respect to a transaction
closely comparable to that contemplated in the Documents, the discussion
included in the Prospectus under the caption "Certain United States Federal
Income Tax Consequences," insofar as it constitutes statements of law or legal
conclusions and except to the extent qualified therein, is accurate 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 captions
"Prospectus Summary - Tax Status" and "Certain United States 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
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