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Exhibit 8.1
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[Dewey Ballantine LLP Letterhead]
July 25, 2000
The Addressees Listed
on Schedule I Hereto
Re: Morgan Stanley ABS Capital I Trust 2000-1
Mortgage Loan Asset-Backed Notes, Series 2000-1
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Ladies and Gentlemen:
We have acted as special tax counsel in connection with the issuance
and delivery of (x) certain mortgage backed notes denominated as Morgan Stanley
ABS Capital I Trust 2000-1, Mortgage Loan Asset-Backed Notes, Series 2000-1,
Class A (the "Notes") , pursuant to an Indenture, dated as of July 25, 2000 (the
"Indenture"), by and between the Morgan Stanley ABS Capital I Trust 2000-1 (the
"Trust") and Bankers Trust Company of California, N.A., as indenture trustee
(the "Indenture Trustee"), and (y) one trust certificate (the "Trust
Certificate"), pursuant to a Trust Agreement, dated as of July 25, 2000 (the
"Trust Agreement"), between Wilmington Trust Company, as owner trustee (the
"Owner Trustee") and Morgan Stanley Dean Witter Mortgage Capital Inc., as
depositor (the "Depositor").
The class of Notes will be secured by a pledge of a separate portion
of the assets of the Trust. The assets of the Trust (the "Trust Estate") will
consist primarily of one pool of one to four-family fixed-rate and variable rate
residential home equity loans secured by first-lien mortgages or deeds of trust
on residential real properties (the "Mortgage Loans"). The Class A Notes will be
secured by the Mortgage Loans in this pool. The class of Trust Certificates
evidences the entire beneficial ownership interest in the Trust consisting of
the related pool of Mortgage Loans.
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) a Prospectus, dated December 21, 1998, and a
Prospectus Supplement, dated July 25, 2000 (together the "Prospectus"), with
respect to the Notes, and (b) an executed copy of the Indenture and the exhibits
attached thereto. Terms capitalized herein and not otherwise defined herein
shall have their respective meanings as set forth in Appendix I to the
Indenture.
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. The Class A Notes will be treated as indebtedness because (a) the
characteristics of the Class A Notes strongly indicate that in economic
substance the
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To the Addressees Listed
on Schedule I Hereto;
July __, 2000;
Page 2
Class A Notes are a form of indebtedness and (b) the parties have stated
unambiguously their intention to treat the Class A Notes as indebtedness
for tax purposes.
2. Assuming that (a) the Trust created under the Trust Agreement
makes, as it has covenanted to do in the Trust Agreement, a "real estate
mortgage investment conduit" ("REMIC") election, as such term is defined
in the Internal Revenue Code of 1986, as amended (the "Code"), and (b) the
parties to the Trust Agreement comply with the terms thereof, Trust will
be treated as a REMIC for federal income tax purposes.
3. The statements under the caption "CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS" in the Prospectus are accurate and complete in all
material respects.
4. As a consequence of the qualification of the Trust as a REMIC,
the Class A Notes 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 in the same proportion that the assets in
the Trust consist of qualifying assets under such Sections. In addition,
as a consequence of the qualification of Trust as a REMIC, interest on the
Class A Notes 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 Class A Notes are treated as "real estate assets" under Section
856(c) of the Code.
5. The Trust Estate will not be subject to tax upon its income or
assets by the taxing authority of New York State or New York City.
6. The Trust will not be characterized as an association or publicly
traded partnership taxable as a corporation.
Our opinions contained herein are rendered only as of the date
hereof, and we undertake no obligation to update this letter or the opinions
contained herein after the date hereof.
This opinion is furnished by us as counsel in connection with the
conveyance of the Mortgage Loans to the Trust as of the date hereof. We express
no opinion on any matter not discussed in this letter. This opinion letter is
rendered as of the Closing Date, at the request of the addressees hereof, for
the sole benefit of each addressee, and no other person or entity is entitled to
rely hereon without our prior written consent. Copies of this opinion letter may
not be furnished to any other person or entity, nor may any portion of this
opinion letter be quoted, circulated or referred to in any other document,
without our prior written consent.
Very truly yours,
/S/
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Dewey Ballantine LLP
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SCHEDULE I
Standard & Poor's Ratings Services Moody's Investors Service, Inc.
25 Broadway 99 Church Street
New York, New York 10004 New York, New York 10007
