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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
June 14, 1998
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 Florida P & L First Mortgage Bonds (the "Trust") of
1,000,000 Trust Certificates, principal amount $25 per certificate (the
"Certificates"), issued pursuant to the Amended and Restated Trust Agreement,
dated as of June 14, 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 dated March 18, 1999 and the prospectus
supplement dated June 7, 1999 (collectively, the "Prospectus"), 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.
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SIDLEY & AUSTIN NEW YORK
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 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
