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Exhibit 8.1
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
June 9, 2000
Mellon Residential Funding Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
RE: Mellon Residential Funding Corporation
Registration Statement on Form S-3
(File No. 333-72907)
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Ladies and Gentlemen:
We have acted as special counsel for Mellon Residential Funding Corporation, a
Delaware Corporation ("the Company") in connection with the public offering of
approximately $514,896,100 aggregate principal amount of Mellon Residential
Funding Corporation Mortgage Pass-Through Certificates, Series 2000-TBC2 (the
"Certificates"). A Registration Statement on Form S-3 relating to the
Certificates (No. 333-72907) (the "Registration Statement") has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). As set forth in the Prospectus dated June 3,
1999 and the Prospectus Supplement dated June 12, 2000, the Certificates will be
issued pursuant to the provisions of a Pooling and Servicing Agreement dated as
of June 1, 2000 (the "Pooling and Servicing Agreement") among the Company, as
depositor, Boston Safe Deposit and Trust Company, as seller and master servicer,
Mellon Bank, N.A., as standby purchaser, and Norwest Bank Minnesota, National
Association, as trustee.
We have examined a form of the Pooling and Servicing Agreement, a form of the
Certificates, and a form of the Prospectus and Prospectus Supplement referred to
above. We also have examined such other documents, papers, statutes and
authorities as we have deemed necessary to form the basis for the opinions
hereinafter expressed. In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us.
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On the basis of the foregoing, we are of the opinion that the information in the
Prospectus Supplement under the caption "Federal Income Tax Considerations," and
in the Prospectus under the caption "Federal Income Tax Considerations," to the
extent that it constitutes matters of law or legal conclusions, is correct in
all material respects.
This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury regulations promulgated thereunder, and judicial
and administrative interpretations thereof.
Except as provided below, this opinion is solely for the benefit of the
addressee hereof and may not be relied upon in any manner by any other person or
entity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus Supplement,
and to the filing of this opinion as an exhibit to an application made by or on
behalf of the Company or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
