ACCESS FINANCIAL LENDING CORP
8-K, 1997-03-04
ASSET-BACKED SECURITIES
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                       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) February 28, 1997

                         Access Financial Services Corp.
             (Exact name of registrant as specified in its charter)

          Delaware                     333-07837                 41-1768416
- ----------------------------       ----------------          -------------------
(State or Other Jurisdiction       (Commission File           (I.R.S. Employer 
     of Incorporation)                  Number)              Identification No.)

     400 Highway 169 South, Suite 400
        St. Louis Park, Minnesota                                  55426
 (Address of Principal Executive Offices)                        (Zip Code)

        Registrant's telephone number, including area code (612) 542-6500

                                    No Change
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

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<PAGE>

Item 5. Other Events

Filing of Opinion of Dewey Ballantine with respect
to Certain Tax Matters
- --------------------------------------------------

     Access Financial Lending Corp. (the "Registrant")  registered  issuances of
up to $1,500,000,000 principal amount of Mortgage Loan Pass-Through Certificates
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933,  as  amended  (the  "Act"),  by a  Registration  Statement  on Form S-3
(Registration  File No. 333-07837) (the "Registration  Statement").  Pursuant to
the Registration  Statement,  Access  Financial  Mortgage Loan Trust 1996-4 (the
"Trust") is issuing its Mortgage Loan Pass-Through  Certificates,  Series 1997-1
(the "Certificates"). This Current Report on Form 8-K is being filed to disclose
the opinion of Dewey Ballantine,  New York, New York, in connection with certain
tax  matters  related  to the  creation  of the  Trust and the  issuance  of the
Certificates.

     The following is filed herewith.  The exhibit number  corresponds with Item
601(b) of Regulation S-K.


Exhibit No.          Description
- -----------          -----------

8.1                  Opinion of Dewey Ballantine dated February 28, 1997 
                     concerning tax matters.

                                       2

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  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.


         ACCESS FINANCIAL LENDING CORP.
         -----------------------------------------------------------------------
             as the Registrant and on behalf of Access 
             Financial Mortgage Loan Trust 1997-1



         By:  /s/ Dan J. Cheever
            ----------------------------------------------
             Name:   Dan J. Cheever
             Title:  Chief Financial Officer and Secretary


Dated:   February 28, 1997


<PAGE>

                                  Exhibit Index

                             Description of Exhibit


Exhibit No.         Description
- -----------         -----------

8.1                 Opinion of Dewey Ballantine dated February 28, 1997 
                    concerning tax matters.




                                                                     Exhibit 8.1


                                                       February 28, 1997

The Chase Manhattan Bank
450 West 33rd Street, 10th Floor
New York, NY  10001

        Re:  Access Financial Mortgage Loan Trust 1997-1


Ladies and Gentlemen:

     We have acted as special tax counsel in  connection  with the  issuance and
delivery of certain mortgage loan pass-through  certificates  denominated Access
Financial  Mortgage Loan Trust 1997-1 (the "Trust")  Mortgage Loan  Pass-Through
Certificates,  Series  1997-1,  Class A,  pursuant  to a Pooling  and  Servicing
Agreement  dated as of February 1, 1997 (the "Pooling and Servicing  Agreement")
among  Access  Financial  Lending  Corp.,  as seller (the  "Seller")  and master
servicer,  Access Financial Receivables Corp., as transferor (the "Transferor"),
and The Chase Manhattan Bank, as trustee (the "Trustee").

     As special  tax  counsel,  we have  examined  such  documents  as we deemed
appropriate  for the  purposes  of  rendering  the  opinions  set  forth  below,
including  the  following:  (a) the  Prospectus,  dated  November  7,  1996,  as
supplemented  by the  Prospectus  Supplement,  dated  February 25, 1997, (b) the
Sub-Servicing  Agreement  dated as of  February  1, 1997 among the  Seller,  the
Trustee,  and LSI Financial  Group,  and (c) an executed copy of the Pooling and
Servicing Agreement and the exhibits attached thereto.

     Terms capitalized  herein and not otherwise defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.

     Based upon the foregoing and upon the  assumptions  set forth below, we are
of the opinion, under the laws of the United States, New York State and New York
City in effect as of the date hereof, that:

     1. Under current law and assuming compliance with the Pooling and Servicing
Agreement,  (a) each of the  Lower-Tier  REMIC  and the  Upper-Tier  REMIC  will
constitute  a REMIC under the  Internal  Revenue  Code of 1986,  as amended (the


<PAGE>

"Code"),  (b) the Lower Tier Interests will constitute "regular  interests," and
the Class RL Certificate  will  constitute the sole "residual  interest," in the
Lower-Tier  REMIC,  and (c) the Class A Certificates  will  constitute  "regular
interests,"  and the Class RU  Certificates  will  constitute the sole "residual
interest," in the Upper-Tier REMIC.

     2. Neither the legal entity which constitutes the Trust nor any subtrust of
the Trust will be an association taxable as a corporation.

     3. As a consequence of the qualification of the Trust as REMICs,  the Class
A  Certificates  (the  "Regular  Interest  Certificates")  will  be  treated  as
"regular.  . . interest(s) in a REMIC" under Section  7701(a)(19)(C) of the Code
and "real estate assets" under Section 856(c) of the Code, provided that if less
than 95 percent of the assets  held by the Trust  during any  calendar  year are
comprised of assets  qualifying  under the above cited Sections of the Code, the
Regular Interest  Certificates  will qualify under each of these Sections of the
Code  only in the same  proportion  that the  assets  in the  Trust  consist  of
qualifying assets under each of such Sections.  In addition, as a consequence of
the  qualification  of the Trust as REMICs,  interest  on the  Regular  Interest
Certificates will be treated as "interest on obligations secured by mortgages on
real property"  under Section 856(c) of the Code to the extent that such Regular
Interest  Certificates  are treated as "real estate assets" under Section 856(c)
of the Code, and the Regular Interest  Certificates will qualify as "evidence of
indebtedness" under Section 582(c)(1) of the Code.

     4.  Neither  the Trust nor any  subtrust  of the Trust  will  constitute  a
"taxable mortgage pool" within the meaning of Section 7701(i) of the Code.

     This opinion is for the benefit of the  addressees  hereof only, and it may
not be relied on by any other party or quoted  without  our  express  consent in
writing.

                                        Very truly yours,

                                        DEWEY BALLANTINE





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