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EXHIBIT 8.1
August 7, 2000
AMRESCO Capital Trust
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel to AMRESCO Capital Trust, a Texas real estate
investment trust (the "Company"), in connection with the Registration Statement
of the Company to be filed with the Securities and Exchange Commission on Form
S-3 and the accompanying Prospectus of the Company (as the same may be amended
or supplemented from time to time, the "Registration Statement"). This opinion
relates to certain federal income tax matters discussed in the Registration
Statement. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Statement.
For the purposes of rendering our opinion, we have examined and are
relying upon such documents (including all exhibits and schedules attached
thereto) as of this date that we have deemed relevant or necessary, including:
1. The Amended and Restated Declaration of Trust of the
Company and the Bylaws of the Company;
2. The Registration Statement; and
3. Such other documents, records and instruments as we have
deemed necessary in order to enable us to render the opinion referred
to in this letter, and our opinion is conditioned upon (without any
independent investigation or review thereof) the truth and accuracy, at
all relevant times, of the representations and warranties, covenants
and statements contained therein.
This opinion is also subject to and conditioned upon representations contained
in a written tax representation letter executed by officers of the Company (the
"Tax Representation Letter"). The initial and continuing truth and accuracy of
the representations contained in the Tax Representation Letter at all relevant
times constitutes an integral basis for the opinion expressed herein and this
opinion is conditioned upon the initial and continuing truth and accuracy of
these representations at all relevant times.
In connection with rendering this opinion, we have assumed to be true
and are relying upon (without any independent investigation or review thereof),
and our opinion is conditioned upon the correctness of, the following:
1. The authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as copies, and authenticity of the originals of such
documents;
2. The genuineness of all signatures, the due authorization,
execution and delivery of all documents by all parties thereto and the
due authority of all persons executing such documents;
3. All representations and statements set forth in such
documents (including the Tax Representation Letter) are true and
correct;
4. All obligations imposed by any such documents on the
parties thereto have been or will be performed or satisfied in
accordance with their terms; and
5. All covenants contained in the Tax Representation Letter
have been and will be performed without waiver or breach of any
provision thereof.
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We have further assumed the accuracy of the statements and descriptions
of the Company's intended activities as described in the Registration Statement
and the Prospectus and that the Company will operate in accordance with the
method of operation described in the Registration Statement and the Prospectus.
Based upon our examination of the foregoing items, subject to the
assumptions, exceptions, limitations and qualifications set forth herein and
therein, we are of opinion that the Company qualified as a REIT under the
Internal Revenue Code of 1986, as amended (the "Code"), for the taxable years
ended December 31, 1998 and 1999, the Company is organized and its manner of
operation is in conformity with the requirements for qualification and taxation
as a REIT as of the date of this opinion and that the Company's proposed manner
of operation and diversity of equity ownership should enable the Company to
continue to satisfy the requirements for qualification as a REIT for the
calendar year 2000 if the Company operates in accordance with the methods of
operation described in the Registration Statement and consistent with the
representations in the Tax Representation Letter concerning the Company's
intended method of operation.
In addition to the assumptions set forth above, this opinion is subject
to the following exceptions, limitations and qualifications:
1. Our opinions expressed herein are based upon interpretation
of the current provisions of the Code and existing judicial decisions,
administrative regulations and published rulings and procedures. Our
opinions only represent our best judgment and are not binding upon the
Internal Revenue Service or courts and there is no assurance that the
Internal Revenue Service will not successfully challenge the
conclusions set forth herein. The Internal Revenue Service has not yet
issued regulations or administrative interpretations with respect to
various provisions of the Code relating to REIT qualification.
Consequently, no assurance can be given that future legislative,
judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein. We undertake no obligation to advise you of
changes in law which may occur after the date hereof.
2. Our opinions are limited to the federal income tax matters
addressed herein, and no other opinions are rendered with respect to
any other matter not specifically set forth in the foregoing opinion.
3. Our opinions are limited in all respects to the federal tax
law of the United States and we express no opinion as to various state,
local or foreign tax consequences.
4. The Company's qualification and taxation as a REIT depend
upon the Company's ability to satisfy through actual operating results,
the applicable asset composition, source of income, stockholder
diversification, distribution, record keeping and other requirements of
the Code necessary to qualify and be taxed as a REIT.
5. The foregoing opinions are based upon the proposed method
of operation as described in the Registration Statement and statements
contained in the Tax Representation Letter and other documents
described herein. We undertake no obligation to review at any time in
the future whether the Company has fulfilled the requirements listed in
paragraph 4 and, consequently, no assurance can be given that the
actual results of the Company's operations for any taxable year will
satisfy the requirements of the Code necessary to qualify or be taxed
as a REIT.
6. In the event any one of the statements, representations,
warranties, covenants or assumptions we have relied upon to issue this
opinion is incorrect in a material respect, our opinions might be
adversely affected and may not be relied upon.
This opinion is furnished to you for the purpose of complying with
applicable securities laws. This opinion may not be used or relied upon by any
other person or for any other purpose and may not be circulated, quoted or
otherwise referred to for any purpose without our prior written consent. We
hereby consent to the reference to us under the caption "Federal Income Tax
Considerations" and "Legal Matters" in the Registration Statement, and to the
filing of this opinion as an Exhibit to the Registration Statement, without
implying or admitting that we are experts within the meaning of the Securities
Act of 1933, as amended, with respect to any part of the Registration Statement.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ C. Ronald Kalteyer
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C. Ronald Kalteyer
