<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 2000
Advanta Revolving Home Equity Loan Trust 2000-A
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(Exact Name of Registrant as Specified in Charter)
Nevada 333-92669-01
- ------------------------------- ------------------------------
(State or Other Jurisdiction of (Commission File
Incorporation) Number)
88-0360305
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(IRS Employer
Identification Number)
Advanta Conduit Receivables, Inc.
----------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 333-92669-01
- ------------------------------- ------------------------------
(State or Other Jurisdiction of (Commission File
Incorporation) Number)
88-0360305
-----------------
(IRS Employer
Identification Number)
Attention: General Counsel
10790 Rancho Bernardo Road
San Diego, California 92127
- ---------------------------------- ---------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number,
including area code: (619) 674-1800
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Description of the Notes and the Mortgage Loans.
Advanta Conduit Receivables, Inc. (the "Registrant" or the
"Sponsor") registered the Advanta Revolving Home Equity Loan Asset Backed Notes
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), by the Registration Statement on Form S-3 (file
No. 333-92669) (the "Registration Statement").
Pursuant to the Registration Statement, the Sponsor formed
Advanta Revolving Home Equity Loan Trust 2000-A (the "Trust") which issued
approximately $400,000,000 in aggregate principal amount of its Revolving Home
Equity Loan Asset Backed Notes (the "Notes"), on April 27, 2000 (the "Closing
Date").
This Current Report Form 8-K is being filed to satisfy an
undertaking to file copies of certain opinions issued in connection with the
issuance of the Notes, the forms of which were filed as Exhibits to the
Registration Statement.
The primary assets of the Trust are a pool of adjustable-rate
home equity revolving credit line loans (the "Mortgage Loans"), each used
predominantly to refinance an existing mortgage loan on more favorable terms, to
consolidate debt or to obtain cash proceeds by borrowing against the related
borrower's equity in the real property and improvements pledged to secure the
related Mortgage Loan, secured primarily by mortgages on single-family
residences (which may be detached, part of a two- to four-family dwelling, a
condominium unit or a unit in a planned unit development) which were conveyed to
the Trust on the Closing Date. As of the Closing Date, the Mortgage Loans had
the characteristics described in the Prospectus dated December 28, 1999, and the
Prospectus Supplement dated April 18, 2000 filed pursuant to Rule 424(b)(5) of
the Act with the Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Not applicable.
(b) Not applicable
2
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(c) Exhibits:
Exhibit No. Description
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5.1 Opinion of Wolf, Block,
Schorr and Solis-Cohen
LLP regarding legality
of the registered
securities, dated April
27, 2000.
8.1 Opinion of Wolf, Block,
Schorr and Solis-Cohen
LLP regarding tax
matters, dated
April 27, 2000.
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 27, 2000 ADVANTA REVOLVING HOME EQUITY
LOAN TRUST 2000-A
By: Advanta Conduit Receivables, Inc.
By: /s/ Michael Coco
---------------------------------------
Name: Michael Coco
Title: Vice President
ADVANTA CONDUIT RECEIVABLES, INC.
By: /s/ Michael Coco
---------------------------------------
Name: Michael Coco
Title: Vice President
4
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EXHIBIT INDEX
Exhibit No. Description
Exhibit No. Description
----------- -----------
5.1 Opinion of Wolf, Block,
Schorr and Solis-Cohen
LLP regarding legality
of the registered
securities, dated April
27, 2000.
8.1 Opinion of Wolf, Block,
Schorr and Solis-Cohen
LLP regarding tax
matters, dated
April 27, 2000.
5
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April 27, 2000
To the Addressees Listed
on the Appendix hereto:
Re: ADVANTA REVOLVING HOME EQUITY LOAN TRUST 2000-A
Ladies and Gentlemen:
We have acted as special counsel to Advanta Bank Corp., a Utah
industrial loan corporation ("ABC"), Advanta National Bank, a national banking
association ("ANB"), Advanta Finance Corp. ("AFC"), a Nevada corporation (ABC,
ANB and AFC collectively, the "Originators"), Advanta Mortgage Corp. USA, a
Delaware corporation (the "Master Servicer"), Advanta Mortgage Holding Company,
a Delaware corporation ("AMHC"), and Advanta Conduit Receivables, Inc., a Nevada
corporation (the "Sponsor"), in connection with the issuance and sale of
$400,000,000 aggregate principal amount of Advanta Revolving Home Equity Loan
Asset Backed Notes, Series 2000-A, (the "Notes") by the Advanta Revolving Home
Equity Loan Trust 2000-A (the "Trust") and the execution and delivery of the
following documents:
(i) Purchase Agreement, dated as of April 1, 2000 (the
"Purchase Agreement"), among the Originators and the Sponsor;
(ii) Sale and Servicing Agreement, dated as of April 1, 2000
(the "Sale and Servicing Agreement"), among the Trust, the Sponsor, the Master
Servicer, and Bankers Trust Company of California, N.A., a national banking
association, as indenture trustee (the "Indenture Trustee");
(iii) Indenture, dated as of April 1, 2000 (the "Indenture"),
between the Trust and the Indenture Trustee;
(iv) Trust Agreement, dated as of April 1, 2000 (the "Trust
Agreement"), between the Sponsor and Wilmington Trust Company, as owner trustee
(the "Owner Trustee");
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 2
(v) Underwriting Agreement dated April 18, 2000 (the
"Underwriting Agreement"), between the Sponsor and Bear, Stearns & Co. Inc. as
the representative of the Underwriters (the "Representative");
(vi) Insurance and Indemnity Agreement, dated as of April 27,
2000 (the "Insurance Agreement"), among the Sponsor, the Indenture Trustee, the
Trust, the Master Servicer and Ambac Assurance Corporation, as insurer (the
"Insurer");
(vii) Indemnification Agreement, dated as of April 18, 2000
(the "Indemnification Agreement"), between the Representative and the Insurer;
and
(viii) Two letter agreements executed and delivered by AMHC,
one of which is dated April 27, 2000 and is addressed to the Representative and
the Insurer, and one of which is dated April 27, 2000 and is addressed to the
Trust and the Insurer, pursuant to which AMHC acknowledges its joint-and-several
liability with respect to certain of the Sponsor's obligations to the
Underwriters, the Trust and the Insurer (collectively, the "AMHC Guaranties").
Capitalized terms used herein, but not otherwise defined
herein, shall have the meanings assigned thereto in the Indenture.
We have examined (i) executed copies of the Purchase
Agreement, the Sale and Servicing Agreement, the Indenture, the Trust Agreement,
the Underwriting Agreement, the Insurance Agreement and the Indemnification
Agreement (collectively, the "Documents") and of the AMHC Guaranties, (ii) a
copy of the executed Notes and (iii) the Registration Statement on Form S-3 (No.
333-92669) filed with the Securities and Exchange Commission (the "Commission"),
in the form in which such Registration Statement was declared effective (the
"Registration Statement"), the Prospectus dated December 28, 1999 (the
"Prospectus") and the Prospectus Supplement dated April 18, 2000 (the
"Prospectus Supplement") relating to the Notes.
We have also examined originals or photostatic or certified
copies of all such corporate records of the Master Servicer, ANB and AMHC and
such certificates of public officials, certificates of corporate officers, and
other documents, records and papers and have made such inquiries of officers,
employees and representatives of the Master Servicer, the Originators and AMHC,
as we have deemed appropriate and necessary as a basis for the opinions
hereinafter expressed; we have further assumed the truth, accuracy and
completeness of all information provided to us by such persons. As to certain
issues of fact material to the opinions expressed herein, we
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 3
have, with your consent, relied to the extent we deemed appropriate upon
certificates and representations of officers of the Sponsor, the Master
Servicer, the Originators and AMHC.
In making our examinations and rendering the opinions herein
expressed, we have assumed, with your permission, the following:
(i) each party to each of the Documents (other than the Master
Servicer, AMHC and ANB) is duly formed and organized, validly existing
and in good standing in its respective jurisdiction of formation and
each such party has the corporate power to enter into and perform all
of its obligations thereunder;
(ii) the due authorization, execution and delivery of the
Documents by all parties thereto (other than the Master Servicer and
ANB) and that the Documents constitute the legal, valid and binding
obligations of the parties, thereto (other than the Sponsor, the Master
Servicer, the Originators and AMHC) and are enforceable against the
other parties thereto in accordance with their terms;
(iii) that all parties to the Documents will comply with all
of the material terms of such Documents;
(iv) the genuineness of all signatures;
(v) the authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
copies;
(vi) the legal capacity of natural persons;
(vii) as to Paragraph 27 below, that the parties to the
Documents have and will perform their respective obligations
thereunder, including the delivery to the Indenture Trustee of the
Credit Line Agreements relating to the Mortgage Loans following payment
of legal and sufficient consideration therefor, without any such Credit
Line Agreement or any Mortgage Loans having been discharged or any of
the related Mortgages satisfied or released and without the Indenture
Trustee having actual or constructive notice of the existence with
respect to such Credit Line Agreements, the Mortgage Loans and the
related Mortgages of any claim, lien, charge, mortgage, security
interest, encumbrance or right of the Sponsor or the Originators, or
creditors of the Sponsor or the Originators or others. Further we have
assumed the absence of any defense against enforcement of, or right of
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 4
offset against, each such Credit Line Agreement and the related
Mortgage Loans and Mortgages. We have undertaken no independent review
of the Mortgage Loans, the related Credit Line Agreements or the
related Mortgages and have relied solely upon the representations of
the Sponsor and of the Originators in the Sale and Servicing Agreement
and the Purchase Agreement, respectively, with respect thereto;
(viii) there is not and will not be any other agreement that
modifies or supplements the agreements expressed in any of the Documents; and
(ix) the conformity of the Mortgage Loans and related
documents to the requirements of the Documents.
We have further assumed that the Mortgages relating to the
Mortgage Loans and rights to receive payment under the Mortgage Loans are not
subject to any right, lien or interest of any government or any agency or
instrumentality thereof (including without limitation any federal or state tax
lien, or lien arising under Title IV of ERISA) and that they are not subject to
any lien arising by operation of law or any judicial lien.
The opinions expressed in paragraphs 7, 8, 9, 10 and 11 with
respect to the enforceability of certain agreements are subject to the following
additional qualifications:
(i) the effect of bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors'
rights generally or the rights of creditors of national banking
associations or Utah industrial loan corporations, and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law), including concepts of materiality,
reasonableness, good faith and fair dealing;
(ii) limitations on the enforceability of provisions relating
to arbitration;
(iii) limitations on the enforceability of a requirement that
provisions of a document may only be amended or waived in writing;
(iv) limitations on the enforceability of "severability"
provisions depending upon the materiality of the unenforceable provisions to the
document as a whole and to the undertakings of the parties thereunder; and
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 5
(v) the fact that certain of the remedial provisions contained
in the Documents may be unenforceable in whole or in part under
applicable laws and judicial decisions, including to the extent that
any such provision contravenes public policy, but the inclusion of such
provisions does not render the applicable Document invalid, nor do such
laws and judicial decisions make such Document legally inadequate for
the practical realization of the principal benefits provided for
therein.
In addition, we wish to advise you that the enforceability of
certain provisions set forth in the Underwriting Agreement and the AMHC
Guaranties which purport to provide for indemnification for losses due to
securities laws violations may be limited by public policy considerations.
We are qualified to practice law in the State of New York and
express no opinion as to the laws of jurisdictions other than the laws of the
State of New York, the federal law of the United States of America and the
General Corporation Law of the State of Delaware. Furthermore, we express no
opinion herein as to applicable state "Blue Sky" laws, legal investment laws or
real estate syndication laws. All opinions expressed herein are based on laws,
regulations and policy guidelines currently in force and may be affected by
future regulations.
Based upon the foregoing and subject to the last paragraph
hereof, we are of the opinion that:
1. The Master Servicer is a duly organized corporation,
validly existing and in good standing under the laws of the State of Delaware
and is qualified to do business in each state to the extent necessary to enable
it to perform its obligations under the Insurance Agreement and the Sale and
Servicing Agreement (or is exempt from such qualification). The Master Servicer
has the requisite corporate power and authority to execute and deliver, engage
in the transactions contemplated by, and perform and observe the conditions of
the Sale and Servicing Agreement and the Insurance Agreement. The foregoing
opinion as to existence and good standing is based solely upon our review of a
certificate issued by the Secretary of State of Delaware, dated April 17, 2000.
2. ANB has been duly organized and is validly existing as a
national bank in good standing under the laws of the United States of America,
and is qualified to do business in each state to the extent necessary to enable
it to perform its obligations under the Purchase Agreement (or is exempt from
such qualification). ANB has the requisite corporate power and authority to
execute and deliver, engage in the transactions contemplated by, and perform and
observe the conditions of the Purchase Agreement. The foregoing opinion as to
existence and good standing is based solely
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 6
upon our review of a certificate issued by the Office of the Comptroller of the
Currency, dated April 18, 2000.
3. AMHC is validly existing as a corporation in good standing
under the laws of the State of Delaware, and is qualified to do business in each
state to the extent necessary to enable it to perform its obligations under the
AMHC Guaranties (or is exempt from such qualification). The foregoing opinion as
to existence and good standing is based solely upon our review of a certificate
issued by the Secretary of State of Delaware, dated April 17, 2000. AMHC has the
requisite corporate power and authority to execute and deliver, engage in the
transactions contemplated by, and perform and observe the conditions of, the
AMHC Guaranties.
4. Each of the Sale and Servicing Agreement and the Insurance
Agreement has been duly and validly authorized, executed and delivered by the
Master Servicer.
5. The Purchase Agreement has been duly and validly
authorized, executed and delivered by ANB.
6. Each of the AMHC Guaranties has been duly and validly
authorized, executed and delivered by AMHC.
7. Each of the Sale and Servicing Agreement and the Insurance
Agreement constitutes the valid, legal and binding agreement of the Master
Servicer, and is enforceable against the Master Servicer, in accordance with its
terms.
8. Each of the AMHC Guaranties constitutes the valid, legal
and binding agreement of AMHC, and is enforceable against AMHC in accordance
with its terms.
9. Each of the Purchase Agreement, the Sale and Servicing
Agreement, the Trust Agreement, the Underwriting Agreement and the Insurance
Agreement constitutes the legal, valid and binding agreement of the Sponsor, and
is enforceable against the Sponsor in accordance with its terms.
10. Each of the Documents to which they are a party
constitutes the legal, valid and binding agreement of each of the Originators
and AFC and is enforceable against each of the Originators and AFC in accordance
with its terms.
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 7
11. Each of the Sale and Servicing Agreement, the Indenture,
the Trust Agreement and the Insurance Agreement constitutes the legal, valid
and binding agreement of the Trust and is enforceable against the Trust, in
accordance with its terms.
12. The Notes, assuming the due execution thereof by the Trust
and due authentication thereof by the Indenture Trustee and payment therefor,
are validly issued and outstanding and are entitled to the benefits of the
Indenture.
13. No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority or court
is required under federal law or the laws of the States of New York or Delaware,
for the execution, delivery and performance of either the Sale and Servicing
Agreement or of the Insurance Agreement or the consummation of any transaction
contemplated thereby by the Master Servicer.
14. No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority or court
is required under federal law or the laws of the State of New York, for the
execution, delivery and performance of any of the Purchase Agreement, the Sale
and Servicing Agreement, the Trust Agreement, the Underwriting Agreement, the
Indemnification Agreement and the Insurance Agreement or the consummation of any
transaction contemplated thereby by the Sponsor.
15. No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority or court
is required under federal law or the laws of the State of New York, for the
execution, delivery and performance of the Purchase Agreement by any or all of
the Originators.
16. No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority or court
is required under federal law or the laws of the States of New York or Delaware,
for the execution, delivery and performance of the AMHC Guaranties by AMHC.
17. To our Actual knowledge, there are no actions, proceedings
or investigations pending or threatened against the Sponsor, the Master
Servicer, the Originators or AMHC before any court, governmental agency or body
or other tribunal (a) asserting the invalidity of the Documents or the Notes,
(b) seeking to prevent the issuance of the Notes or the consummation of any of
the transactions contemplated by the Documents, or (c) which would materially
and adversely affect the
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 8
performance by the Sponsor, the Master Servicer, the Originators or AMHC, as
applicable, of obligations under, or the validity or enforceability of, the
Documents or the Notes.
18. None of the transfer of the Mortgage Loans to the Trust,
the issuance or sale of the Notes, or the execution, delivery or performance by
the Master Servicer of the Sale and Servicing Agreement and the Insurance
Agreement (a) conflicts or will conflict with or results or will result in a
breach of, or constitutes or will constitute a default under (i) any term or
provision of the certificate of incorporation or bylaws of the Master Servicer,
(ii) to our Actual Knowledge, any term or provision of any material agreement,
contract, instrument or indenture, to which the Master Servicer is a party or is
bound, (iii) to our Actual Knowledge, any order, judgment, writ, injunction or
decree of any court or governmental agency or body or other tribunal having
jurisdiction over the Master Servicer, or (iv) any law, rule or regulation of
the States of New York or Delaware or the federal government (including, without
limitation, any bulk sales law), or (b) to our Actual Knowledge, results in, or
will result in, the creation or imposition of any lien, charge or encumbrance
upon the Trust Estate or upon the Notes, except as otherwise contemplated by the
Indenture.
19. To our Actual Knowledge, none of the transfer of the
Mortgage Loans to the Trust, the issuance or sale of the Notes, or the
execution, delivery or performance by each of the Master Servicer, ANB and AMHC
of the Documents to which it is a party conflicts or will conflict with any
provision of its organizational documents.
20. To our Actual Knowledge, none of the transfer of the
Mortgage Loans to the Trust, the issuance or sale of the Notes, or the
execution, delivery or performance by each of the Sponsor, the Originators and
the Master Servicer, of the Documents to which it is a party (a) conflicts or
will conflict with or results or will result in a breach of, or constitutes or
will constitute a default under (i) any term or provision of any material
agreement, contract, instrument or indenture, to which is a party or is bound,
(ii) any order, judgment, writ, injunction or decree of any court or
governmental agency or body or other tribunal having jurisdiction over it, or
(iii) any law, rule or regulation of the States of New York or Delaware or the
federal government, or (b) to our knowledge, results or will result in the
creation or imposition of any lien, charge or encumbrance upon the Trust Estate,
except as otherwise contemplated by the Indenture.
21. None of the transfer of the Mortgage Loans to the Trust,
the issuance or sale of the Notes, or the execution, delivery or performance by
AMHC of the AMHC Guaranties (a) conflicts or will conflict with or results or
will result in a breach of, or constitutes or will constitute a default under
(i) any term or provision of the certificate of incorporation or bylaws of AMHC,
(ii)
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 9
to our Actual Knowledge, any term or provision of any material agreement,
contract, instrument or indenture, to which AMHC is a party or is bound, (iii)
to our Actual Knowledge, any order, judgment, writ, injunction or decree of any
court or governmental agency or body or other tribunal having jurisdiction over
AMHC, or (iv) any law, rule or regulation of the States of New York or Delaware
or the federal government, or (b) to our Actual Knowledge, results in, or will
result in, the creation or imposition of any lien, charge or encumbrance upon
the Trust Estate or upon the Notes, except as otherwise contemplated by the
Indenture.
22. The Registration Statement is effective under the
Securities Act of 1933, as amended (the "Securities Act"), and to our Actual
Knowledge and information, no stop order suspending the effectiveness of the
Registration Statement has been issued under the Securities Act and not
withdrawn, and no proceedings for that purpose have been initiated or threatened
by the Commission.
23. At the time it became effective, the Registration
Statement (other than any information incorporated by reference therein and
financial or statistical information included or incorporated by reference
therein, as to which no opinion is expressed) complied as to form in all
material respects with the requirements of the Securities Act and the rules and
regulations thereunder.
24. To our Actual Knowledge, there are no material contracts,
indentures or other documents required to be described or referred to in the
Registration Statement or to be filed as exhibits thereto other than those
described or referred to therein or filed or incorporated by reference as
exhibits thereto.
25. The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended. The Trust is not required to be registered
pursuant to the Investment Company Act of 1940, as amended.
26. The Indenture is effective to create a valid and
enforceable security interest in favor of the Indenture Trustee, for the benefit
of the Noteholders and the Insurer, in all of the Trust's right, title and
interest in the Mortgage Loans.
27. The security interest created by the Indenture in favor of
the Indenture Trustee, for the benefit of the Noteholders and the Insurer, will
constitute a first perfected security interest upon the delivery of the Mortgage
Files to the Indenture Trustee, on behalf of the Noteholders, and the recording
of instruments in accordance with the provisions of the Sale and
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 10
Servicing Agreement; provided, however, that we express no opinion (a) as to the
continuation of a security interest in any Mortgage Loans in the event that the
Indenture Trustee does not maintain continuous possession of the related Credit
Line Agreements and Mortgage Files in the State of California, (b) as to the
continuation of a security interest in any Mortgage Loans or the related Credit
Line Agreements or Mortgages in the event the related Originator discharges or
releases such Mortgage Loans, Credit Line Agreements or Mortgages prior to
delivery of such Credit Line Agreements to the Indenture Trustee and the
recording of instruments of assignment in respect of such Mortgages in the
appropriate recording offices, (c) as to title in any Mortgaged Property or the
existence of priority in any lien with respect to such property or as to the
enforceability of any remedy that may be dependent on that title or such lien,
or (d) as to the priority of any security interest against any liens, claims or
other interest that by operation of law take priority over previously perfected
security interests (including, in certain circumstances, certain federal and
state tax liens, liens arising under the Employee Retirement Income Security Act
of 1974, as amended, and certain claims of the United States Government). Our
conclusion that the security interest described above would be a "first
perfected security interest" is based upon (x) the Indenture Trustee's
certification, delivered on the date hereof, to the effect that the Indenture
Trustee has received the endorsed Credit Line Agreements, (y) the mortgage
assignment recording requirements of the Sale and Servicing Agreement, and (z)
representations of the Originators and the Sponsor in the Purchase Agreement and
the Sale and Servicing Agreement. We further note that, until such time as
assignments of mortgage are recorded in the name of the Indenture Trustee in the
appropriate jurisdictions, (x) the Indenture Trustee may not, in certain
jurisdictions, be independently able to enforce the applicable Mortgage against
the related Mortgaged Property or the related Mortgagor, (y) any of the
Originators could record an assignment of a Mortgage in the name of a third
party or record a discharge and satisfaction of a Mortgage and (z) any notices
which may be given to the record holder of a Mortgage would be given to the
Originators.
28. The statements in the Prospectus set forth under the
captions "Description of the Securities" and "The Agreements," and the
statements in the Prospectus Supplement set forth under the captions
"Description of the Notes" and "Provisions of the Agreements," to the extent
such statements purport to summarize certain provisions of the Notes, the
Indenture or the Sale and Servicing Agreement, are fair and accurate in all
material respects.
29. The statements in the Prospectus and the Prospectus
Supplement set forth under the captions "ERISA Considerations," "Material
Federal Income Tax Consequences," "Legal Investment Considerations," and
"Investment Matters," to the extent that they constitute matters of federal law
or of New York State law, or legal conclusions with respect thereto, while not
purporting
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To the Addressees Listed on
The Appendix hereto
April 27, 2000
Page 11
to discuss all possible consequences of an investment in the Notes, provide a
fair and accurate summary of such law or conclusions.
30. The provision in the Sale and Servicing Agreement which
provides for the laws of New York to be the governing law would be upheld by a
court applying New York law.
Assuming that the Trust's acquisition of any Subsequent
Mortgage Loan is effected in accordance with the provisions of the Sale and
Servicing Agreement, our opinions set forth above refer to such Subsequent
Mortgage Loans as well as the Initial Mortgage Loans held by the Trust.
Whenever our opinion with respect to any item is stated to be
"to our Actual Knowledge," we are referring to the actual present knowledge of
the particular Wolf, Block, Schorr and Solis-Cohen LLP attorneys who have been
involved in the transaction referred to herein. Except as expressly set forth
herein, we have not undertaken any independent investigation, examination or
inquiry to determine the existence or absence of any facts (and have not
undertaken the review of any court file or indices) and no inference as to our
knowledge concerning any facts should be drawn as a result of the limited
representation undertaken by us.
The foregoing opinions are being rendered for the benefit only
of the addressees listed on the Appendix attached hereto in connection with the
transactions contemplated by the Documents and may not be disclosed to, quoted
to or relied upon by any other person or entity or for any other purpose without
the express prior written consent of the undersigned. This opinion letter is
based upon the current state of the law and facts as of the date hereof and we
hereby expressly disclaim any obligation to advise you of any changes which may
occur hereafter with respect to any of the matters addressed herein.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
-------------------------------------------
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
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APPENDIX
Advanta Revolving Home Equity
Loan Trust 2000-A
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Advanta Conduit Receivables, Inc.
10790 Rancho Bernardo Drive
San Diego, California 92127
Advanta Mortgage Corp. USA
10790 Rancho Bernardo Drive
San Diego, California 92127
Advanta Finance Corp.
10790 Rancho Bernardo Drive
San Diego, California 92127
Advanta National Bank
One Righter Parkway
Wilmington, Delaware 19803
Advanta Bank Corp.
11850 South Election Road
Draper, Utah 84020
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Bankers Trust Company of
California, N.A.,
as Indenture Trustee
1761 East St. Andrew Place
Santa Ana, California 92705
Bear, Stearns & Co. Inc.
as Representative of the Underwriters
245 Park Avenue
New York, New York 10167
Moody's Investors Service, Inc.
99 Church Street
New York, NY 10007
Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies,
Inc.
55 Water Street
New York, New York 10041
Wilmington Trust Company,
as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
<PAGE> 1
April 27, 2000
To the Addressees Listed
on the Appendix hereto
Re: ADVANTA REVOLVING HOME EQUITY LOAN TRUST 2000-A
REVOLVING HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES 2000-A
Ladies and Gentlemen:
We have acted as special tax counsel in connection with the
issuance and delivery of the certain asset backed notes denominated Advanta
Revolving Home Equity Loan Trust 2000-A, Revolving Home Equity Loan Asset Backed
Notes, Series 2000-A (the "Notes"), pursuant to an Indenture dated as of April
1, 2000 (the "Indenture) between Advanta Revolving Home Equity Loan Trust 2000-A
(the "Trust") and Bankers Trust Company of California N.A., as indenture trustee
(the "Indenture Trustee").
As special tax counsel, we have examined such documents as we
deemed appropriate for the purposes of rendering the opinions set forth below,
including the following: (a) the Prospectus dated December 28, 1999 and the
Prospectus Supplement dated April 18, 2000 (together, the "Prospectus") with
respect to the Notes, and (b) executed copies of the Operative Documents (as
defined in the Indenture) and the exhibits and schedules attached thereto.
We have examined the questions of whether (a) the Notes will
be treated as indebtedness for federal income tax purposes and (b) the Trust
will not be treated as an association (or a publicly traded partnership) taxable
as a corporation or a taxable mortgage pool. Our analysis is based on 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. Our
opinion is not binding on the courts or the Internal Revenue Service ("IRS").
In general, whether a transaction constitutes the issuance of
indebtedness for federal income tax purposes is a question of fact, the
resolution of which is based primarily upon the
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To the Addressees Listed
on the Appendix hereto
April 21, 2000
Page 2
economic substance of the instruments and the transaction pursuant to which they
are issued rather than the form of the transaction or the manner in which the
instruments are labeled. The IRS and the courts have set forth various factors
to be taken into account in determining whether or not a transaction constitutes
the issuance of indebtedness for federal income tax purposes, which we have
reviewed as they apply to this transaction.
Based on the foregoing, and such legal and factual
investigations as we have deemed appropriate, we are of the opinion that for
federal income tax purposes (a) the Notes will be treated as indebtedness
because (i) the characteristics of the transactions contemplated by the
Operative Documents strongly indicate that in economic substance, the Notes are
indebtedness, and (ii) the relevant parties to the Operative Documents have
stated unambiguously their intention to treat the Notes as indebtedness for tax
purposes and (b) the Trust will not be treated as an association (or a publicly
traded partnership) taxable as a corporation or a taxable mortgage pool.
Assuming that the Trust's acquisition of any Subsequent
Mortgage Loan is effected in accordance with the provisions of the Sale and
Servicing Agreement, our opinions set forth above refer to such Subsequent
Mortgage Loans as well as the Initial Mortgage Loans held by the Trust.
The foregoing opinions are being rendered for the benefit only
of the addressees listed on the Appendix attached hereto in connection with the
transactions contemplated by the Operative Documents and may not be disclosed
to, quoted to or relied upon by any other person or entity or for any other
purpose without the express prior written consent of the undersigned. This
opinion letter is based upon the current state of the law and facts as of the
date hereof and we hereby expressly disclaim any obligation to advise you of any
changes which may occur hereafter with respect to any of the matters addressed
herein.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
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WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
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APPENDIX
Advanta Conduit Receivables, Inc. Bankers Trust Company of California, N.A.,
10790 Rancho Bernardo Drive as Indenture Trustee
San Diego, California 92127 1761 East St. Andrew Place
Santa Ana, California 92705
Advanta Mortgage Corp. USA Bear, Stearns & Co. Inc.
10790 Rancho Bernardo Drive as Representative of the Underwriters
San Diego, California 92127 245 Park Avenue
New York, New York 10167
Advanta Revolving Home Equity Moody's Investors Service, Inc.
Loan Trust 2000-A 99 Church Street
c/o Wilmington Trust Company New York, New York 10007
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001-
Ambac Assurance Corporation Standard & Poor's Ratings Services,
One State Street Plaza a division of the Mc-Graw Hill Companies,
New York, New York 10504 Inc.
55 Water Street
New York, New York 10041
