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EXHIBIT 5.1
Re: Conseco Finance Corp.
Green Tree Lease Finance II, Inc.
Conseco Finance Lease 2000-1, LLC
Registration Statement on Form S-3
Registration Nos. 333-85811 & 333-85811-01
Ladies and Gentlemen:
We have acted as counsel to Conseco Finance Corp. ("Conseco Finance"), a
Delaware corporation, Green Tree Lease Finance II, Inc. ("Lease Finance"), a
Minnesota corporation, and Conseco Finance Lease 2000-1, LLC (the "LLC"), a
Delaware limited liability company, in connection with a Registration Statement
on Form S-1 (the "Registration Statement") relating to the issuance and sale of
$566,000,000 aggregate principal amount of Lease-Backed Notes (the "Notes")
issued by the LLC pursuant to an Indenture dated as of July 1, 2000 (the
"Indenture") between the LLC and Wells Fargo Bank Minnesota, N.A., as Trustee
(the "Trustee").
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinion set
forth below. In rendering our opinion, we have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures and
the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than Conseco Finance, Lease Finance or the
LLC, that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments, that
such agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinion, we have relied
upon certificates of officers of Conseco Finance, Lease Finance and the LLC, and
of public officials. We have also assumed that the Notes will be issued and sold
as described in the Registration Statement.
Based on the foregoing, we are of the opinion that the Notes have been duly
authorized by all requisite corporate action and, when executed and
authenticated as specified in the Indenture and delivered against payment
therefor in the manner described in the Registration Statement, will constitute
valid and binding obligations of the LLC, enforceable in accordance with their
terms.
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Conseco Finance Corp.
Page 2
The opinion set forth above is subject to the following qualifications and
exceptions:
(a) Our opinion is subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or other similar law of general
application affecting creditors' rights.
(b) Our opinion is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar doctrines
affecting the enforceability of agreements generally (regardless of whether
considered in a proceeding in equity or at law).
Our opinion expressed above is limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the caption
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: July 26, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
