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Exhibit 8.1
[Orrick, Herrington & Sutcliffe LLP Letterhead]
September 25, 2000
GreenPoint Credit, LLC
10089 Willow Creek Road
San Diego, California 92131
Re: GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-4
Ladies and Gentlemen:
We are serving as special tax counsel to GreenPoint Credit, LLC (the
"Registrant") in connection with the sale by the Registrant of the GreenPoint
Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-4,
Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates
(collectively, the "Certificates"). For purposes of this opinion, capitalized
terms used but not defined herein have the meanings ascribed to them in the
Agreement (as defined below).
The Certificates will be issued on the Closing Date pursuant to a Pooling
and Servicing Agreement, dated as of September 1, 2000 (the "Agreement"),
between GreenPoint Credit, LLC, as Seller and Servicer and Bank One, National
Association, as Trustee. The Certificates will represent undivided interests in
a trust fund (the "Trust Fund") consisting primarily of a pool of manufactured
housing installment sale contracts and installment loan agreements
(collectively, the "Contracts") which the Registrant will convey to the Trustee,
as trustee for the Trust Fund, on the Closing Date pursuant to the Agreement.
In connection with this opinion, we have examined and relied upon the
following documents:
1. a draft of the Agreement dated the date hereof;
2. the registration statement on Form S-3 (No. 333-80437) filed by the
Registrant, relating to the Class A-1 Certificates, Class A-2 Certificates and
Class A-3 Certificates (the "Registration Statement") as filed with the
Securities and Exchange Commission (the "Commission") in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Act"); and
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GreenPoint Credit, LLC
September 25, 2000
Page 2
3. the base prospectus and the prospectus supplement, in each case
relating to the Class A-1 Certificates, Class A-2 Certificates and Class A-3
Certificates (such base prospectus and prospectus supplement being hereinafter
collectively referred to as the "Prospectus").
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies. In making our examination
of documents executed by entities other than the Registrant, we have assumed
that each other entity has the power and authority to execute and deliver, and
to perform and observe the provisions of such documents, and the due
authorization by each such entity of all requisite action and the due execution
and delivery of such documents by each such entity. To the extent we have
deemed necessary and proper, we have relied upon the representations and
warranties as to facts relating to the Registrant, the Contracts, and other
matters contained in the Agreement.
The opinions expressed herein are based upon current statutes, rules,
regulations, cases and official interpretive opinions, and cover certain items
that are not directly or definitively addressed by such authorities.
Based upon and subject to the foregoing, we are of the opinion that:
1. The statements contained in the Prospectus under the heading "Federal
Income Tax Consequences," to the extent they constitute matters of law or legal
conclusions with respect thereto, are correct in all material respects, under
the assumptions stated therein and under applicable law as in effect on the date
of the Prospectus Supplement.
2. Assuming (i) the making of a valid election and (ii) compliance with
the Agreement, (a) the Trust Fund exclusive of the swap contract will be
classified for federal income tax purposes as a "real estate mortgage investment
conduit" ("REMIC") within the meaning of Section 860D of the Internal Revenue
Code of 1986 (the "Code"), (b) Class A-1 Certificates, Class A-2 Certificates
and Class A-3 Certificates exclusive of the portion thereof representing
ownership of an interest in the swap contract will be treated collectively as
representing ownership of "regular interests" in such REMIC for federal income
tax purposes and to such extent will be treated as debt instruments for purposes
of chapter 1 of the Code (generally relating to the calculation of a
Certificateholder's federal income tax liability) (c) the Class R Certificate
will be treated as the single class of "residual interest" in such REMIC for
federal income tax purposes, and (d) the REMIC represented by the Trust Fund
will not be subject to federal income tax as a separate entity except for (i)
the tax on "prohibited transactions" imposed by section 860F of the Code, (ii)
the tax on "contributions after startup date" imposed by section 860G(d) of the
Code and (iii) the tax on "income from foreclosure property" imposed by section
860G(c) of the Code.
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GreenPoint Credit, LLC
September 25, 2000
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We express no opinion herein except as to the matters set forth above.
This opinion is furnished to you solely for use in connection with the issuance
and sale of the Certificates. We hereby consent to the filing of this letter as
an exhibit to a Current Report on Form 8-K filed by you in connection with the
Trust Fund. In giving such consent, we do not admit and we hereby disclaim that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder, nor do we admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
