Exhibit 8.3
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
August 10, 2000
To the Parties Listed On Schedule A hereto
RE: ANRC AUTO OWNER TRUST 2000-A ASSET-BACKED NOTES
-----------------------------------------------
Ladies and Gentlemen:
We have acted as federal tax counsel to ANRC Auto Owner
Trust 2000-A (the "Trust") in connection with the preparation of the
Prospectus Supplement, dated August 3, 2000 (the "Prospectus Supplement" and,
together with the related prospectus, the "Prospectus"), and the issuance by the
Trust of the Class A-1, Class A-2, Class A-3 and Class A-4 Asset-Backed Notes
(the "Notes") as described in the Prospectus Supplement. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Prospectus Supplement.
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Prospectus,
(ii) the Notes, (iii) the Indenture, dated as of August 10, 2000, between the
Trust and The Chase Manhattan Bank, as Indenture Trustee (the "Trustee"), (iv)
the Insurance Agreement, dated as of August 10, 2000, among MBIA Insurance
Corporation (the "Insurer"), AutoNation Financial Services Corp. ("FS"),
AutoNation Receivables Corporation ("AutoNation"), the Trustee, The Bank of New
York (Delaware), as owner trustee (the "Owner Trustee"), the Trustee and the
Trust, (v) the Amended and Restated Owner Trust Agreement, dated as of August
10, 2000, between AutoNation and the Owner Trustee, (vi) the Sale and Servicing
Agreement, dated as of August 10, 2000, by and among the Trust, AutoNation, FS
and the Trustee, (vii) the Receivables Purchase Agreement, dated as of August
10, 2000, between FS and Autonation, and (viii) 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 Company 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, without investigation, the authenticity of all
August 10, 2000
Page 2
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 or otherwise
made to us. (The terms of the Documents are incorporated herein by reference.)
We have further assumed 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 paragraph and
assuming full compliance with all the terms of the Documents, it is our opinion
that, although there is no authority directly relating to the proper
characterization for federal income tax purposes of securities having terms
similar to the Notes or to an entity similar to the Trust, for federal income
tax purposes (i) the Notes (other than Notes held by the Insurer or any of its
affiliates) will be characterized as indebtedness, (ii) the Trust will not be
characterized as an association or publicly traded partnership taxable as a
corporation and (iii) the statements set forth in the Prospectus under the
headings "Summary - Tax Status" and "Material Federal Income Tax Consequences,"
insofar as such statements constitute matters of law or legal conclusions and
except to the extent qualified therein and herein, are correct in all material
respects.
The foregoing opinion, to the extent it relates to federal
law, 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 rules set
forth in any of the foregoing authorities 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.
This opinion is being delivered solely to the addressees
hereof and, except for the reference to our firm and this opinion in the
Prospectus under "Summary - Tax Status" and "Material Federal Income Tax
Consequences," may not otherwise be relied upon by, disclosed, quoted or
referred to, any other person.
Very truly yours,
/s/ WEIL, GOTSHAL & XXXXXX LLP
SCHEDULE A
List of Addressees
MBIA Insurance Corporation AutoNation Financial Services Corp.
000 Xxxx Xxxxxx 000 Xxxxx Xxxx 0xx Xxxxxx
Xxxxxx, Xxx Xxxx 00000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000
The Chase Manhattan Bank, Xxxxx'x Investors Service
as Indenture Trustee 00 Xxxxxx Xxxxxx
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000
ANRC Auto Owner Trust 2000-A Standard & Poor's
x/x Xxx Xxxx xx Xxx Xxxx (Delaware) 00 Xxxxx Xxxxxx
Xxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 10041
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Chase Securities Inc.
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
First Union Securities, Inc.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Banc of America Securities LLC
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Credit Suisse First Boston Corporation
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
AutoNation Receivables Corporation
000 Xxxxx Xxxx 0xx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
