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Exhibit 8.1
[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT APPEARS HERE]
October 26, 2000
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
Re: Mortgage Pass-Through Certificates
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Gentlemen:
We have acted as your counsel in connection with the Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission
(the "Commission") on the date hereof, pursuant to the Securities Act of 1933,
as amended (as amended, the "Registration Statement"). Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such
terms in the Registration Statement.
In rendering the opinion set forth below, we have examined and relied
upon the following: (1) the Registration Statement, the Prospectus and the form
of Prospectus Supplement constituting a part thereof, each substantially in
the form being filed with the Commission; (2) the form of the Pooling and
Servicing Agreement, substantially in the form previously filed with the
Commission; and (3) such other documents, materials, and authorities as we have
deemed necessary in order to enable us to render our opinion set forth below.
As counsel to Wells Fargo Asset Securities Corporation (the "Company")
we have advised the Company with respect to certain federal income tax aspects
of the proposed issuance of the Certificates. Such advise has formed the basis
for the description of material federal income tax consequences for holders of
the Certificates that appears under the heading "Certain Federal Income Tax
Consequences" in the Prospectus and under the headings "Summary Information --
Federal Income Tax Status" and "Federal Income Tax Considerations" in the form
of Prospectus Supplement. Such descriptions do not purport to discuss all
possible federal income tax ramifications of the proposed issuance of the
Certificates, but, with respect to those federal income tax consequences that
are discussed, in our opinion, the description is accurate in all material
respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and the Prospectus Supplement and in the other documents reviewed by
us. Our opinion as to the matters set forth herein could change with respect to
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a particular Series of Certificates as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. As the Registration Statement
contemplates Series of Certificates with numerous different characteristics, the
particular characteristics of each Series of Certificates must be considered in
determining the applicability of this opinion to a particular Series of
Certificates. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to our firm under the heading
"Certain Federal Income Tax Consequences" in the Prospectus. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ CADWALADER, WICKERSHAM & TAFT
