EXHIBIT 8.1
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December 13, 2000
The Addressees Listed on Annex A:
Re: C-Bass Mortgage Loan Asset-Backed Certificates, Series 2000-CB4
Ladies and Gentlemen:
We have acted as special tax counsel to Residential Asset Funding
Corporation (the "Depositor") as to certain matters in connection with the
issuance and delivery of certain asset-backed certificates denominated C-Bass
Mortgage Loan Asset-Backed Certificates, Series 2000-CB4, Class A-1F, Class
A-2F, Class A-1A, Class M-1, Class M-2, Class B-1, Class B-2, Class N, Class X
and Class R Certificates (collectively, the "Certificates") pursuant to a
Pooling and Servicing Agreement, dated as of November 1, 2000 (the "Pooling and
Servicing Agreement") among the Depositor, Credit-Based Asset Servicing and
Securitization LLC, as seller, Litton Loan Servicing LP, as servicer, and The
Chase Manhattan Bank, as trustee (the "Trustee").
As special tax counsel, we have examined such documents as we have
deemed appropriate for the purposes of rendering the opinions set forth below
including the following: (a) a Prospectus dated September 9, 1999 and a
Prospectus Supplement dated December 7, 2000 (together the "Prospectus") with
respect to the Class A-1F, Class A-2F, Class A-1A, Class M-1, Class M-2, Class
B-1 and Class B-2 Certificates, (b) an executed copy of the Pooling and
Servicing Agreement and the exhibits attached thereto and (c) other documents
and matters of fact and law as we deem necessary for the purposes of the
opinions expressed below. Terms capitalized herein and not otherwise defined
herein shall have their respective meanings as set forth in the Pooling and
Servicing Agreement.
In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Our analysis is based on the provisions of the Internal Revenue Code
of 1986, as amended, and the Treasury Regulations promulgated thereunder as in
effect on the date hereof and on existing judicial and administrative
interpretations thereof. These authorities are subject to change and to
differing interpretations, which could apply retroactively. The opinion of the
special tax counsel is not binding on the courts or the Internal Revenue Service
(the "IRS").
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To the Addressees Listed
on Annex A
December 13, 2000
Page 2
Based on the foregoing, and such investigations as we have deemed
appropriate, we are of the opinion that for federal income tax purposes:
1. Assuming that (a) each of REMIC 1 and REMIC 2 created under
the Pooling and Servicing Agreement elect, as it has covenanted to do in
the Pooling and Servicing Agreement, to be treated as a "real estate
mortgage investment conduit" ("REMIC"), as such term is defined in the
Internal Revenue Code of 1986, as amended (the "Code") and (b) the
parties to the Pooling and Servicing Agreement comply with the terms
thereof, each of REMIC 1 and REMIC 2 will be treated as a REMIC.
2. Subject to the above, (a) the Class A-1F Certificates, (b)
the Class A-2F Certificates, (c) the Class A-1A Certificates, without the
right to receive the LIBOR Carryover Amount, (d) the Class M-1
Certificates, (e) the Class M-2 Certificates, (f) the Class B-1
Certificates, (g) the Class B-2 Certificates, and (h) the Class X/N
Interests will be treated as "regular interests" in REMIC 2. The Class
R-2 Certificates will be treated as the "residual interest" in REMIC 2.
The REMIC 1 Regular Interests will be treated as the "regular interests"
and the Class R-1 Certificate will be treated as the "residual interest"
in REMIC 1.
3. While the proper federal income tax treatment of the right to
receive Rate Payments is not clear, special tax counsel believes that the
right to receive Rate Payments should be treated as a notional principal
contract.
4. The portion of the Trust Fund that holds the Excess Reserve
Fund Account will not be an asset of REMIC 1 or REMIC 2 but will be
treated as a owned by the beneficial owner of the Class X Certificate.
5. The statements under the caption "Material Federal Income Tax
Consequences" in the Prospectus Supplement are accurate and complete in
all material respects.
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.
We express no opinion on any matter not discussed in this letter. This
opinion is rendered as of the Closing Date, 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/ Dewey Ballantine LLP
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ANNEX A
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First Union Securities, Inc. The Chase Manhattan Bank
301 South College Street, TW-06 450 West 33rd St.
Charlotte, North Carolina 28288-0610 14th Floor
New York, New York 10001
Credit-Based Asset Servicing and Securitization LLC Moody's Investors Service, Inc.
335 Madison Avenue, 19th Floor 99 Church Street
New York, New York 10017 New York, New York 10007
Bear, Stearns & Co. Inc. Standard & Poor's Ratings Services
245 Park Avenue 55 Water Street
New York, New York 10167 New York, New York 10041
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