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[Hunton & Williams Letterhead]
Direct Dial: 804/788-8200
Exhibit 8.1
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June 19, 2000
National Financial Securities Corporation
909 East Main Street
Richmond, Virginia 23219
Gentlemen:
We have acted as counsel to National Financial Securities Corporation,
a Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for the registration under the Act of $50,000,000 aggregate
principal amount of Trust Certificates (the "Securities") representing interests
in one or more trusts (each a "Trust") to be established by the Company. The
Securities will be issued pursuant to a form of Trust Agreement, including
Standard Terms thereto (the "Agreement").
We have reviewed the originals or copies of (i) the Certificate of
Incorporation, By-laws, and other organizational documents of the Company; (ii)
certain resolutions of the Board of Directors of the Company; (iii) the
Agreement, including the forms of the Securities; (iv) the Registration
Statement and the prospectus included therein; and (v) such other documents as
we have deemed necessary or appropriate as a basis for the opinion set forth
below.
Based on the foregoing, we adopt and confirm that the legal
conclusions contained in the Registration Statement under the caption "Material
Federal Income Tax Consequences" represent our opinion as to the material
federal income tax consequences associated with the purchase, ownership, and
disposition of the Securities, and the discussion thereunder does not omit any
material provision with respect to the matters covered. Our opinion expressed
above assumes that the Company, the trustee of the Trust, and the other parties
to the issuance transaction comply (without waiver) with all of the provisions
of the Agreement and certain other documents to be prepared and executed in
connection with such transaction, and that the Securities are issued and
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National Financial Securities Corporation
June 19, 2000
Page 2
sold as described in the Registration Statement and the prospectus supplement to
be issued in connection with the Trust. You should be aware that this opinion
represents our conclusions as to the application of existing law to a
transaction as described therein. There can be no assurance that contrary
positions will not be taken by the Internal Revenue Service or that the law will
not change.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton & Williams
under the caption "Material Federal Income Tax Consequences" in the Prospectus.
In giving this consent, we do not admit that we are in the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Securities under the laws of any
state.
Very truly yours,
/s/ Hunton & Williams
