8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 30, 2008

Capital Auto Receivables Asset Trust 2008-1

(Issuing Entity with respect to Securities)

Capital Auto Receivables LLC

(Depositor with respect to Securities)

GMAC LLC

(Sponsor with respect to Securities)

Delaware	333-147112-01	26-6203084
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
Mark E. Newman
Capital Auto Receivables LLC
200 Renaissance Center
Detroit, Michigan		48265
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (313) 656-6540

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Opinion of Counsel Kirkland & Ellis LLP

Opinion of Counsel Kirkland & Ellis LLP

Item 8.01. Incorporation of Certain Documents by Reference

     The registrant has filed a final prospectus supplement, dated January 25, 2008, setting forth a description of the collateral pool and the proposed structure of $207,000,000 aggregate principal balance of Class A-1 3.38550% Asset Backed Notes (the “Class A-1 Notes”), $125,000,000 aggregate principal balance of Class A-2a 3.52% Asset Backed Notes (the “Class A-2a Notes”), $136,000,000 aggregate principal balance of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes,” collectively with the Class A-2a Notes, the “Class A-2 Notes”), $55,000,000 aggregate principal balance of Class A-3a 3.86% Asset Backed Notes (the “Class A-3a Notes”), $304,000,000 aggregate principal balance of Class A-3b Floating Rate Asset Backed Notes (the “Class A-3b Notes,” collectively with the Class A-3a Notes, the “Class A-3 Notes”), $66,407,000 aggregate principal balance of Class A-4a 4.46% Asset Backed Notes (the “Class A-4a Notes”), $54,000,000 aggregate principal balance of Class A-4b Floating Rate Asset Backed Notes (the “Class A-4b Notes,” collectively with the Class A-4a Notes, the “Class A-4 Notes”), $32,583,000 aggregate principal balance of Class B 6.71% Asset Backed Notes (the “Class B Notes”), $15,038,000 aggregate principal balance of Class C 7.50% Asset Backed Notes (the “Class C Notes”), and $5,013,000 aggregate principal balance of Class D 7.50% Asset Backed Notes (the “Class D Notes” and, the Class D Notes, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the “Notes”), by Capital Auto Receivables Asset Trust 2008-1. Only the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are being offered publicly for sale.

Item 9.01. Exhibits

Exhibit 5.1	The following is filed as an Exhibit to this Report under Exhibit 5.1.
	Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 30, 2008.
Exhibit 8.1	The following is filed as an Exhibit to this Report under Exhibit 8.1.
	Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 30, 2008.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAPITAL AUTO RECEIVABLES LLC
By:	/s/ William J. McGrane III
	Name:	William J. McGrane III
	Title:	Controller

Dated: January 30, 2008

EXHIBIT INDEX

Exhibit No.	Description
EX 5.1	Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 30, 2008.
EX 8.1	Opinion of Counsel of Kirkland & Ellis LLP, dated as of January 30, 2008.

EX-5.1

Exhibit 5.1

Citigroup Center
153 East 53rd Street
New York, New York 10022-4611

(212) 446-4800

www.kirkland.com

January 30, 2008

Capital Auto Receivables LLC
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

Re:     Enforceability Opinion

Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as special counsel to Capital Auto Receivables LLC (the “Depositor”) and GMAC LLC (“GMAC”) in connection with the issuance of Offered Notes (as defined on Exhibit A hereto), Class B Notes, Class C Notes, and Class D Notes (each as defined on Exhibit B hereto) and Privately Placed Notes (as defined on Exhibit B hereto) by Capital Auto Receivables Asset Trust 2008-1 (the “Issuing Entity”) pursuant to an Indenture (the “Indenture”), to be dated as of the Issuance Date (as defined below) between the Issuing Entity and The Bank of New York Trust Company, N.A., as indenture trustee (the “Indenture Trustee”), and certificates (the “Certificates”) pursuant to a Trust Agreement (the “Original Trust Agreement”), dated as of January 18, 2008, to be amended and restated as of the Issuance Date (as defined below) (the “Trust Agreement”), between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee. The Certificates will be initially retained by the Depositor, and may be subsequently sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”). The Privately Placed Notes will be sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Act. The Class B Notes, the Class C Notes, and the Class D Notes will initially be retained by the Depositor. Only the Offered Notes are being offered for sale in a transaction pursuant to the registration requirements of the Act.

     The Issuing Entity intends to issue the Offered Notes on or about February 1, 2008 (the “Issuance Date”).

     We are generally familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Offered Notes, and in order to express the

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January 30, 2008
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opinion hereinafter stated, we have, among other things, examined and relied, to the extent we deem proper, on the following documents:

     (i) a copy of the registration statement on Form S-3 (File No. 333-147112) that was filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Act on November 2, 2007, as amended by Pre-Effective Amendment No. 1 on January 15, 2008, with respect to asset-backed notes and certificates, including the Offered Notes, to be issued and sold in series from time to time, including the exhibits thereto, in the form in which it most recently became effective;

     (ii) a copy of the preliminary prospectus supplement, dated January 24, 2008, and the prospectus dated January 24, 2008 related thereto, each, relating to the Offered Notes that was filed with the Commission pursuant to Rule 424(b)(5) under the Act on January 24, 2008, a copy of a form of prospectus supplement dated January 25, 2008 (“Prospectus Supplement”) relating to the Offered Notes substantially in the form to be filed with the Commission pursuant to Rule 424(b)(5) under the Act, and the prospectus dated January 24, 2008 (“Base Prospectus”) relating thereto;

     (iii) the forms of offering memoranda relating to the Privately Placed Notes intended to be exempt from the registration requirements of the Act;

     (iv) the Original Trust Agreement and a form of the Trust Agreement;

     (v) a form of the Trust Sale and Servicing Agreement among the Depositor, GMAC, as servicer, and the Issuing Entity (the “Trust Sale and Servicing Agreement”);

     (vi) a form of the Indenture;

     (vii) a form of the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), between GMAC and the Depositor; and

     (viii) such other documents as we have deemed necessary for the expression of the opinions contained herein (collectively, the documents described in clauses (iii) through (vii) are referred to herein as the “Transaction Documents”).

     In our examination, we have assumed that the Transaction Documents will be executed in the form submitted to us. We have also assumed, without independent verification, that the facts and representations and warranties in the documents upon which we relied are true and correct, and that the transactions contemplated by such documents have been or will be consummated strictly in accordance with their terms.

     On the basis of the foregoing and on the basis of our examination of the Depositor’s Certificate of Formation and its Limited Liability Company Agreement, as amended, and a

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January 30, 2008
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review of a Certificate of the Secretary of State of the State of Delaware as to the good standing of the Depositor, it is our opinion that:

(a) The Depositor is a limited liability company validly existing and in good standing under the laws of the State of Delaware.

(b) When duly executed and authenticated by the Indenture Trustee, in accordance with the terms of the Indenture, and issued and delivered against payment thereof, the Offered Notes will have been duly authorized by all necessary action of the Issuing Entity and will have been legally issued and will be enforceable in accordance with their terms and entitled to the benefits of the Transaction Documents, except as the same may be limited by Title 11 of the United States Code or other bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, as may be in effect from time to time, or by general principles of equity.

     We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of securities or “Blue Sky” laws of the various states to the offer or sale of the Offered Notes.

     We wish to advise you that we are members of the bar of the State of New York and the opinions expressed herein are limited to the laws of the State of New York, the federal law of the United States of America and the Delaware Limited Liability Company Act.

     We hereby consent to the filing of this opinion with Form 8-K in connection with the sale of the Offered Notes and the reference to our firm in the Base Prospectus and in the Prospectus Supplement under the captions “Legal Opinions.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,
 

/s/ Kirkland & Ellis LLP  

KIRKLAND & ELLIS LLP 

EXHIBIT A

Offered Notes

(i) $ 125,000,000 aggregate principal amount of the Class A-2a 3.52% Asset Backed Notes (the “Class A-2a Notes”);

(ii) $136,000,000 aggregate principal amount of the Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”, collectively with the Class A-2a Notes, the “Class A-2 Notes”);

(iii) $55,000,000 aggregate principal amount of the Class A-3a 3.86% Asset Backed Notes (the “Class A-3a Notes”);

(iv) $304,000,000 aggregate principal amount of the Class A-3b Floating Rate Asset Backed Notes (the “Class A-3b Notes”, collectively with the Class A-3a Notes, the “Class A-3 Notes”);

(v) $66,407,000 aggregate principal amount of the Class A-4a 4.46% Asset Backed Notes (the “Class A-4a Notes”); and

(vi) $54,000,000 aggregate principal amount of the Class A-4b Floating Rate Asset Backed Notes (the “Class A-4b Notes”, collectively with the Class A-4a Notes, the “Class A-4 Notes”).

The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to collectively herein as the “Offered Notes.”

EXHIBIT B

Privately Placed Notes

$207,000,000 aggregate principal amount of the Class A-1 3.38550% Asset Backed Notes (the “Class A-1 Notes”).

The Class A-1 Notes are referred to herein as the “Privately Placed Notes.”

Notes Initially Retained by the Depositor

(i) $32,583,000 aggregate principal amount of the Class B 6.71% Asset Backed Notes (the “Class B Notes”);

(ii) $15,038,000 aggregate principal amount of the Class C 7.50% Asset Backed Notes (the “Class C Notes”); and

(iii) $5,013,000 aggregate principal amount of the Class D 7.50% Asset Backed Notes (the “Class D Notes”).

The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositor.

EX-8.1

Exhibit 8.1

200 East Randolph Drive
Chicago, Illinois 60601

(312) 861-2000

www.kirkland.com

January 30, 2008

Capital Auto Receivables LLC
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

     Re:      Federal Income Tax Consequences

     We are issuing this opinion letter in our capacity as special counsel to Capital Auto Receivables LLC (the “Depositor”) and GMAC LLC (“GMAC”) in connection with the issuance of Offered Notes (as defined on Exhibit A hereto), Class B Notes, Class C Notes, and Class D Notes (each as defined on Exhibit B hereto) and Privately Placed Notes (as defined on Exhibit B hereto) by Capital Auto Receivables Asset Trust 2008-1 (the “Issuing Entity”) pursuant to an Indenture (the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N. A., as indenture trustee (the “Indenture Trustee”), to be dated as of February 1, 2008 (the “Issuance Date”). The Privately Placed Notes will be sold by the Depositor in separate transactions intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”). The Class B Notes, the Class C Notes, and the Class D Notes will initially be retained by the Depositor. Only the Offered Notes are being offered for sale in a transaction pursuant to the registration requirements of the Act.

     We are familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Offered Notes, and in order to express the opinion hereinafter stated, we have examined:

     (i) a copy of the registration statement on Form S-3 (File No. 333-147112) (the “Registration Statement”) that was filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 415 under the Act on November 2, 2007, as amended by Pre-Effective Amendment No. 1 on January 15, 2008, with respect to asset-backed notes and certificates, including the Offered Notes, to be issued and sold in series from time to time, in the form in which it became effective, including the exhibits thereto.

     (ii) a copy of the form of Prospectus Supplement relating to the Offered Notes dated January 25, 2008 (the “Prospectus Supplement”) and the related Prospectus dated January

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Capital Auto Receivables LLC
January 30, 2008
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24, 2008 (the “Base Prospectus”) substantially in the form to be filed with the Commission pursuant to Rule 424(b)(5) under the Act;

     (iii) a copy of the Trust Agreement, dated as of January 18, 2008, and the form of amended and restated Trust Agreement, to be dated as of the Issuance Date, each between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee;

     (iv) a form of the Trust Sale and Servicing Agreement among the Depositor, GMAC, as servicer, and the Trust;

     (v) a form of the Indenture;

     (vi) a form of the Pooling and Servicing Agreement, between GMAC and the Depositor;

     (vii) a form of the Administration Agreement among the Trust, the Indenture Trustee and GMAC, as administrator; and

     (viii) such other documents as we have deemed necessary for the expression of the opinions contained herein.

     The documents described in clauses (iii) through (vii) collectively are referred to herein as the “Transaction Documents”.

     We have examined such other documents and such matters of law, and we have satisfied ourselves as to such matters of fact, as we have considered relevant for purposes of this opinion.

     The opinion set forth in this letter is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. Moreover, the statutory provisions, regulations, interpretations and other authorities upon which our opinion is based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion will not be taken by the IRS. Our opinion is in no way binding on the IRS or any court, and it is possible that the IRS or a court could, when presented with these facts, reach a different conclusion. In rendering such opinion, we have assumed that the Issuing Entity will be operated in accordance with the terms of the Transaction Documents.

     Based on the foregoing and assuming that the Transaction Documents are duly authorized, executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Transaction Documents in fact occur in accordance with the terms thereof, to the extent that the discussions presented in the Prospectus Supplement under the captions “Summary—Tax Status” and “Federal Income Tax Consequences,” and in

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the Base Prospectus under the caption “Federal Income Tax Consequences” expressly state our opinion, or state that our opinion has been or will be provided as to any series of Notes, we hereby confirm and adopt such opinion herein. There can be no assurance, however, that the conclusions of U.S. federal tax law presented therein will not be successfully challenged by the IRS or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.

     Except for the opinions expressed above, we express no opinion as to any other tax consequences of the transaction to any party under federal, state, local or foreign laws. In addition, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America to the extent specifically referred to herein. This letter is limited to the specific issues addressed herein and the opinions rendered above are limited in all respects to laws and facts existing on the date hereof. By rendering these opinions, we do not undertake to advise you with respect to any other matter or of any change in such laws or facts or in the interpretations of such laws which may occur after the date hereof or as to any future action that may become necessary to maintain the character of any Offered Notes as described in the Base Prospectus and the Prospectus Supplement or to maintain the Issuing Entity as an entity that will not be taxable as an association or publicly traded partnership taxable as a corporation for federal income tax purposes.

     We hereby consent to the filing of this opinion on Form 8-K in connection with the sale of the Offered Notes and to the reference to our firm in the Base Prospectus and in the Prospectus Supplement in the summary under the caption “Tax Status,” under the caption “Federal Income Tax Consequences” and under the captions “Legal Opinions” in both the Base Prospectus and the Prospectus Supplement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.

Very truly yours,
 

/s/ Kirkland & Ellis LLP  

KIRKLAND & ELLIS LLP 

EXHIBIT A

Offered Notes

(i) $125,000,000 aggregate principal amount of the Class A-2a 3.52% Asset Backed Notes (the “Class A-2a Notes”);

(ii) $136,000,000 aggregate principal amount of the Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”, collectively with the Class A-2a Notes, the “Class A-2 Notes”);

(iii) $55,000,000 aggregate principal amount of the Class A-3a 3.86% Asset Backed Notes (the “Class A-3a Notes”);

(iv) $304,000,000 aggregate principal amount of the Class A-3b Floating Rate Asset Backed Notes (the “Class A-3b Notes”, collectively with the Class A-3a Notes, the “Class A-3 Notes”);

(v) $66,407,000 aggregate principal amount of the Class A-4a 4.46% Asset Backed Notes (the “Class A-4a Notes”); and

(vi) $54,000,000 aggregate principal amount of the Class A-4b Floating Rate Asset Backed Notes (the “Class A-4b Notes”, collectively with the Class A-4a Notes, the “Class A-4 Notes”); and.

The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to collectively herein as the “Offered Notes.”

EXHIBIT B

Privately Placed Notes

$207,000,000 aggregate principal amount of the Class A-1 3.38550% Asset Backed Notes (the “Class A-1 Notes”).

The Class A-1 Notes are referred to herein as the “Privately Placed Notes.”

Notes Initially Retained by the Depositor

(i) $32,583,000 aggregate principal amount of the Class B 6.71% Asset Backed Notes (the “Class B Notes”);

(ii) $15,038,000 aggregate principal amount of the Class C 7.50% Asset Backed Notes (the “Class C Notes”); and

(iii) $5,013,000 aggregate principal amount of the Class D 7.50% Asset Backed Notes (the “Class D Notes”).

The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositor.