Australian Securitisation Management Pty Ltd – ‘S-11/A’ on 1/21/04 – EX-8.2

On:  Wednesday, 1/21/04, at 2:08pm ET   ·   Accession #:  1047469-4-1463   ·   File #:  333-110126

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Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company   —   Form S-11
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-11/A      Pre-Effective Amendment to Registration Statement   HTML   1.20M 
                          for Securities of a Real Estate Company                
 2: EX-1.1      Underwriting Agreement                                35    113K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    188K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders   233    781K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders     8     22K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders    44    155K 
 7: EX-4.5      Instrument Defining the Rights of Security Holders   133    487K 
 8: EX-5.1      Opinion re: Legality                                   3     16K 
 9: EX-8.2      Opinion re: Tax Matters                                2     11K 
10: EX-10.1     Material Contract                                   HTML    105K 
11: EX-10.2     Material Contract                                   HTML    563K 
12: EX-10.3     Material Contract                                     17     65K 
13: EX-10.4     Material Contract                                     17     66K 
14: EX-10.5     Material Contract                                     23     78K 
15: EX-25.1     Statement re: Eligibility of Trustee                HTML     40K 
16: EX-99.1     Miscellaneous Exhibit                                  2     11K 

EX-8.2   —   Opinion re: Tax Matters

EX-8.2
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                                                                     Exhibit 8.2

[*]                                                                             

Australian Securitisation Management Pty Limited                                
Level 6                                                                         
12 Castlereagh Street                                                           
Sydney NSW 2000                                                                 

Dear Sirs                                                                       

ARMS II GLOBAL FUND 3                                                           

We have acted for Australian Securitisation Management Pty Limited in connection
with ARMS II Global Fund 3 (the FUND) constituted under the Master Trust Deed   
(the MASTER TRUST DEED) between Permanent Custodians Limited and Australian     
Mortgage Securities Ltd dated 7 March 1995, as amended and restated from time to
time.                                                                           

Definitions in the Prospectus (defined below) apply in this opinion but RELEVANT
JURISDICTION means the Commonwealth of Australia or New South Wales. No         
assumption or qualification in this opinion limits any other assumption or      
qualification in it.                                                            

1.   DOCUMENTS                                                                  

We have examined the following documents:                             

(a)  the Master Trust Deed;                                           

(b)  the Fund Creation Notice for the Fund;                           

(c)  the Supplementary Bond Terms;                                    

   (d)  the Bond Trust Deed between Permanent Custodians Limited, Australian
         Securitisation Management Pty Limited, Australian Mortgage Securities
Ltd, The Bank of New York and Permanent Registry Limited;   

(e)  the Paying Agency Agreement between Permanent Custodians Limited,
        Australian Securitisation Management Pty Limited and The Bank of New
York; and                                                   

 (f)  a copy of the Prospectus as filed with the Securities and Exchange
        Commission (the COMMISSION) under the US Securities Act of 1933 (the
PROSPECTUS).                                                

2.   ASSUMPTION                                                                 

For the purposes of giving this opinion we have assumed that where a  
    document has been submitted to us in draft form it will be executed in the
form of that draft.                                                   

3.   QUALIFICATIONS                                                             

Our opinion is subject to the following qualifications.               

OUR REF STHS: 205282239                                                         

EX-8.2
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[ALLENS ARTHUR ROBINSON LOGO]                                                   

(a)  We express no opinion as to any laws other than the laws of each 
         Relevant Jurisdiction as in force at the date of this opinion and, in
     particular we express no opinion as to the laws of England or the
United States.                                              

(b)  Our opinion is subject to the explanations and qualifications set
          forth under the caption "Australian Tax Matters" in the Prospectus. No
       tax rulings will be sought from the Australian Taxation Office with
  respect to the Fund for any of the matters referred to in this
opinion.                                                    

4.   OPINION                                                                    

     Based on the assumptions and subject to the qualifications set out above we
     are of the opinion that while the section entitled "Australian Tax Matters"
   in the Prospectus does not purport to discuss all possible Australian tax
   ramifications of the purchase, ownership, and disposition of the Offshore
     Bonds, we hereby adopt and confirm the opinions set forth in the Prospectus
under the heading "Australian Tax Matters". There can be no assurance,
  however, that the tax conclusions presented in that tax description will
not be successfully challenged by the Australian Taxation Office, or  
  significantly altered by new legislation, changes in Australian Taxation
Office positions or judicial decisions, any of which challenges or    
alterations may be applied retroactively with respect to completed    
transactions.                                                         

   We consent to the filing of this letter as an exhibit to the Registration
     Statement on Form S-11 filed with the Prospectus, without admitting that we
     are "experts" within the meaning of the Securities Act of 1933 or the rules
     and regulations of the Commission issued under that Act with respect to any
part of the Registration Statement, including this exhibit.           

Yours faithfully                                                                

ALLENS ARTHUR ROBINSON                                                          
Matthew Allchurch                                                               
Partner                                                                         

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