EXHIBIT 8.1
Weil, Gotshal & Xxxxxx LLP
A Limited Liability Partnership Including Professional Corporations
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
(000) 000-0000
(000) 000-0000
October 17, 1997
Nissan Auto Receivables Corporation
000 Xxxx 000xx Xxxxxx
Xxxxxxxx, XX 00000
Re: Nissan Auto Receivables 1997-A Grantor Trust Asset Backed
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Certificates
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Ladies and Gentlemen:
We have acted as counsel to Nissan Auto Receivables Corporation (the
"Seller") in connection with the preparation of the Registration Statement
(Registration No. 333-1664) filed on Form S-1 with the Securities and Exchange
Commission on August 21, 1997, as amended to the date hereof (the "Prospectus").
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Prospectus.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Prospectus, a draft of the
Agreement, a draft of the Purchase Agreement, a draft of the Custody and Pledge
Agreement, and a draft of the Yield Supplement 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 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
Nissan Auto Receivables Corporation
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executed Documents are 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 any 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
