Mayer, Brown & Platt
Xxxxx, Xxxxx & Xxxxx
000 XXXXX XX XXXXX XXXXXX
XXXXXXX, XXXXXXXX 00000-0000
| Main Telephone | ||
| 000-000-0000 | ||
| Main Fax | ||
| 000-000-0000 |
Bears, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
As Representatives of the several Underwriters named in
Schedule I to the Pricing Agreement dated August 8, 2001
Sears, Xxxxxxx and Co.
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxx, XX 00000
Sears Xxxxxxx Acceptance Corp.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
| Re: | Sears Xxxxxxx Acceptance Corp. $750,000,000
of 6.75% Notes Due
August15, 2011 |
We have acted
as special tax counsel to Sears Xxxxxxx Acceptance Corp., a Delaware corporation
("SRAC"), in connection with the issuance by SRAC of $750,000,000 of registered
6.75% Notes due August 15, 2011 (the "Notes") as described in the Prospectus
Supplement dated August 8, 2001 (the "Prospectus Supplement") to the Prospectus
dated August 8, 2001 (the "Prospectus"). The several Underwriters named
in Schedule I to the Pricing Agreement (as
Bears, Xxxxxxx & Co. Inc
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Sears, Xxxxxxx and Co.
Sears Xxxxxxx Acceptance Corp.
August 13, 2001
Page 2
defined below) are purchasing the Notes to be sold to the public in
accordance with the terms of (i) the Pricing Agreement dated August 8,
2001 among SRAC, Sears, Xxxxxxx & Co. ("Sears") and the several Underwriters
(the "Pricing Agreement"), and (ii) the Underwriting Agreement dated August
8, 2001 among SRAC, Sears and the several Underwriters (the "Underwriting
Agreement"). This opinion is being delivered pursuant to Section 8(j) of
the Underwriting Agreement. All capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Underwriting Agreement.
In preparing our opinion we have reviewed the Prospectus, the Prospectus Supplement, the Underwriting Agreement and such other documents as we believe necessary for purposes of delivering this opinion. Our opinion is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations (the "Regulations"), and public administrative and judicial interpretations of the Code and the Regulations, all of which are subject to change, possibly with retroactive effect.
Subject to the foregoing, it is our opinion that the discussion included in the Prospectus Supplement "United States Tax Considerations" (the "Discussion") is a fair and accurate description of the material United States federal income and estate tax consequences of purchasing, owning and disposing of the Notes and is correct as of the date hereof, subject to the conditions, limitations, and assumptions described therein.
The Discussion does not cover all aspects of United States federal income and estate taxation that may be relevant to, or the actual tax effect that matters described therein will have on, any particular holder, and it does not address foreign, state, or local tax consequences. The Discussion does not cover the tax consequences applicable to all categories of investors, some of which (such as dealers in securities, insurance companies, individual retirement and other tax-deferred accounts, and other tax-exempt entities) may be subject to special rules.
Our opinion may change if (i) the applicable law changes, (ii) any of the facts with respect to the Notes as included in the Prospectus, Prospectus Supplement or Underwriting Agreement, change, or (iii) if the conduct of the parties is materially inconsistent with the facts reflected in the Prospectus, Prospectus Supplement or Underwriting Agreement.
Our opinion represents only our legal judgment based on current law and the facts as described above. Our opinion has no binding effect on the Internal Revenue Service or the courts. The Internal Revenue Service may take a position contrary to our opinion, and if the matter is litigated, a court may reach a decision contrary to our opinion.
This opinion is solely for the special benefit of the several Underwriters named in Schedule I to the Pricing Agreement, Sears and SRAC. This opinion may not be relied upon by any other person without our prior written consent.
We hereby consent to the use of our opinion as set forth in the Prospectus Supplement and the reference to our firm in the Prospectus Supplement. We also consent to the filing of our opinion as part of SRAC's current report on Form 8-K dated on or about August 13, 2001.
The Chase Manhattan
Bank, as Trustee, may rely on this opinion as if it were addressed to them.
Very truly yours,
/s/ XXXXX, XXXXX & XXXXX (JRB)
XXXXX, XXXXX & XXXXX JRB
