Exhibit 8.1


                                  June 7, 2002


Navistar International Corporation
4201 Winfield Road
P.O. Box 1488
Warrenville, Illinois 60555

Navistar Financial Corporation
2850 West Golf Road
Rolling Meadows, Illinois 60008



         Re:      NAVISTAR INTERNATIONAL CORPORATION
                  NAVISTAR FINANCIAL CORPORATION
                  REGISTRATION STATEMENT ON FORM S-3 (NO. 333-87716-01)

Ladies and Gentlemen:

         We are issuing this letter in our capacity as special counsel for
Navistar Financial Corporation, a Delaware corporation ("NAVISTAR FINANCIAL"),
and Navistar International Corporation, a Delaware corporation ("NAVISTAR"), in
connection with the proposed registration under the Securities Act of 1933, as
amended (the "ACT") on the above mentioned Registration Statement (the
"Registration Statement") of $220,000,000 of its 4.75% Subordinated Exchangeable
Notes due 2009 of Navistar Financial (the "NOTES") and the 3,947,605 shares of
Navistar common stock, par value .10 per share, issuable upon exchange of the
Notes (the "NAVISTAR COMMON STOCK").

         In connection with the preparation of this letter, we have among other
things read:

         (a)      an executed original of the Purchase Agreement dated March 18,
                  2002 (the "PURCHASE AGREEMENT") among Navistar Financial,
                  Navistar and Banc of America Securities LLC and Salomon Smith
                  Barney Inc (the "REPRESENTATIVES"), as representatives of the
                  several initial purchasers named therein;



         (a)      an executed original of the Indenture dated as of March 25,
                  2002, among Navistar Financial, Navistar and BNY Midwest Trust
                  Company, as trustee (the "INDENTURE") and the Notes to be
                  delivered on the date hereof;

         (b)      an executed original of the Registration Rights Agreement,
                  dated as of March 25, 2002, (the "REGISTRATION RIGHTS
                  AGREEMENT") among Navistar Financial, Navistar and the
                  Representatives;

         (c)      a certified copy of resolutions adopted by the Board of
                  Directors of Navistar Financial on March 13, 2002, a certified
                  copy of resolutions adopted on March 18, 2002 by the Pricing
                  Committee of Navistar Financial's Board of Directors, a
                  certified copy of resolutions adopted by the Board of
                  Directors of Navistar on February 19, 2002, and a certified
                  copy of resolutions adopted on March 18, 2002 by the Pricing
                  Committee of Navistar's Board of Directors; and

         (d)      copies of all certificates and other documents delivered in
                  connection with the sale of the Notes on March 25, 2002 and
                  the consummation of the other transactions contemplated by the
                  Purchase Agreement.

         The term "TRANSACTION DOCUMENTS" is used in this letter to collectively
refer to the Purchase Agreement, the Indenture, the Notes and the Registration
Rights Agreement.

         For purposes of this letter, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals
submitted to us as copies. We have also assumed the legal capacity of all
natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than Navistar and
Navistar Financial, and the due authorization, execution and delivery of all
documents by the parties thereto other than Navistar and Navistar Financial. As
to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of Navistar and Navistar
Financial and others.

         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.

         Based on the foregoing and assuming that the Transaction Documents with
respect to each series of Securities 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, we are of the opinion that the discussion
presented in the



prospectus forming part of the Registration Statement under the
caption "Federal Income Tax Considerations" is based upon reasonable
interpretations of existing U.S. federal tax law. 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.


                                                Very truly yours,

                                                KIRKLAND & ELLIS