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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)
May 24, 2000
Advanta Mortgage Loan Trust 2000-1
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(Exact name of registrant as specified in its charter)
Delaware 333-92669-02 23-2723382
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Attention: General Counsel
10790 Rancho Bernardo Drive
San Diego, California 92127
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code (858) 676-3099
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Advanta Conduit Receivables, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-92669 88-0360305
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
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Description of the Certificates and the Mortgage Loans
Advanta Conduit Receivables, Inc. (the "Registrant" or the
"Sponsor") registered an issuance of $700,051,007.00 in principal amount of
Mortgage Loan Asset-Backed Certificates 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 Mortgage Loan Trust 2000-1 (the "Trust") which issued approximately
$400,000,000 in aggregate principal amount of its Mortgage Loan Asset-Backed
Certificates (the "Certificates"), on May 24, 2000(the "Closing Date").
This Current Report on Form 8-K is being filed to satisfy an
undertaking to file copies of certain opinions issued in connection with the
issuance of the Certificates, the forms of which were filed as Exhibits to the
Registration Statement.
The primary assets of the Trust are two groups of sub-prime
residential mortgage loans 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 May
19, 2000 filed pursuant to Rule 424(b)(5) of the Act with the Commission. The
Trust will also hold cash on deposit in a pre-funding account to be used for the
sole purpose of purchasing additional mortgage loans on or before July 31, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
5.1 Opinion of Dewey Ballantine LLP regarding legality of
the registered securities, dated May 24, 2000.
8.1 Opinion of Dewey Ballantine LLP regarding tax
matters, dated May 24, 2000.
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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 thereunto duly authorized.
ADVANTA CONDUIT RECEIVABLES, INC.
By: /s/ Michael Coco
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Name: Michael Coco
Title: Vice President
ADVANTA CONDUIT RECEIVABLES, INC., as
Sponsor on behalf of Advanta Mortgage
Loan Trust 2000-1.
By: /s/ Michael Coco
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Name: Michael Coco
Title: Vice President
Dated: May 24, 2000
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Dewey Ballantine LLP regarding legality of the
registered securities, dated as of May 24, 2000.
8.1 Opinion of Dewey Ballantine LLP regarding tax matters, dated
as of May 24, 2000.
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Exhibit 5.1
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May 24, 2000
To the Addressees Listed
on Schedule Hereto:
Re: Advanta Mortgage Loan Trust 2000-1 (the "Trust")
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Ladies and Gentlemen:
We have acted as special counsel to Advanta National Bank, a national banking
association (the "Bank"), Advanta Bank Corp. ("ABC"), a Utah industrial loan
corporation, Advanta Finance Corp., a Nevada corporation, Advanta Mortgage
Conduit Services, Inc., a Delaware corporation, Advanta Mortgage Corp. USA, a
Delaware corporation ("AMCUSA") (collectively, the "Originators"), Advanta
Conduit Receivables, Inc., a Nevada corporation ("ACRI"), and Advanta Mortgage
Holding Company, a Delaware corporation ("AMHC") in connection with the
execution and delivery of the following documents:
(i) Pooling and Servicing Agreement, dated as of May 1, 2000
(the "Pooling and Servicing Agreement"), among ACRI, as sponsor (the
"Sponsor"), AMCUSA, as master servicer, and Bankers Trust Company of
California, N.A., a national banking association, as trustee (the
"Trustee");
(ii) Underwriting Agreement, dated May 19, 2000 (the
"Underwriting Agreement"), between ACRI and Morgan Stanley & Co.
Incorporated, as the Representative of the Underwriters, (the
"Representative");
(iii) Mortgage Loan Transfer Agreement, dated as of May 1,
2000, among the Sponsor, the Originators and the Trustee, and the
related Conveyance Agreement, dated as of May 1, 2000 among such
parties (together, the "Transfer Agreement");
(iv) Two letter agreements executed and delivered by AMHC, one
of which is dated May 24, 2000 and is addressed to the Representative
and Ambac Assurance Corporation ("Ambac"), and one of which is dated
May 24, 2000 and is addressed to the Trust and Ambac, pursuant to which
AMHC acknowledges its joint-and-several liability with respect to
certain of ACRI's, the Originators' and AMCUSA's obligations to the
Underwriters, Ambac and the Trust (collectively, the "AMHC
Guaranties");
(v) Insurance and Indemnity Agreement, dated as of May 24,
2000 (the "Insurance Agreement"), among Ambac, the Sponsor, the Master
Servicer and the Trustee;
(vi) Indemnification Agreement, dated as of May 19, 2000 (the
"Indemnity Agreement"), among Ambac and the Underwriters; and
(vii) forms of the Certificates.
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Capitalized terms used herein, but not defined, shall have the meanings assigned
to them in the Pooling and Servicing Agreement.
We have examined executed copies of the Pooling and Servicing Agreement, the
Underwriting Agreement, the Transfer Agreement, the Insurance Agreement, the
Indemnity Agreement and the AMHC Guaranties (collectively, the "Documents"). We
have also examined a copy of each of the executed Certificates. We have also
examined the Registration Statement (No. 333-92669) filed with the Securities
and Exchange Commission (the "Commission") on Form S-3 (the "Registration
Statement), in the form in which such Registration Statement was declared
effective, the Prospectus dated December 28, 1999 (the "Prospectus") and the
Prospectus Supplement dated May 19, 2000 (the "Prospectus Supplement") relating
to the Class A Certificates.
We have also examined originals or photostatic or certified copies of all such
corporate records of ACRI, AMCUSA, the Originators and AMHC and such
certificates of public officials, certificates of corporate officers, and other
documents, and such questions of law, as we have deemed relevant and necessary
as a basis for the opinions hereinafter expressed. As to certain issues of fact
material to the opinions expressed herein, we have, with your consent, relied to
the extent we deemed appropriate upon certificates and representations of
officers of ACRI, AMCUSA, the Originators and AMHC. In making our examinations
and rendering the opinions herein expressed, we have made the following
assumptions:
(1) each party to each of the Documents (other than ACRI,
AMCUSA, the Originators (other than ABC) and AMHC, as applicable) has
the corporate power to enter into and perform all of its obligations
thereunder;
(2) the due authorization, execution and delivery of the
Documents by all parties thereto (other than ACRI, AMCUSA, the
Originators (other than ABC) and AMHC, as applicable) and the validity
and binding effect on all parties (other than ACRI, AMCUSA, the
Originators (other than ABC) and AMHC, as applicable) of each of the
Documents;
(3) the genuineness of all signatures;
(4) the authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to
us as copies;
(5) the Advanta Mortgage Loan Trust 2000-1 created under the
Pooling and Servicing Agreement (the "Trust") will qualify as a real
estate mortgage investment conduit ("REMIC") as defined in Section 860D
of the Internal Revenue Code of 1986, as amended (the "Code");
(6) the Class A Certificates and the Class B Certificates will
each constitute "regular interests" and the Class R-I Certificates and
Class R-II Certificates will each constitute the "residual interest" in
a REMIC, as such terms are defined in Section 860G(a) of the Code;
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(7) as to paragraph 21 below, we assume that the parties to
the Documents have and will perform their respective obligations
thereunder, including the delivery to the Trustee of Notes relating to
the Mortgage Loans following payment of legal and sufficient
consideration therefor, without any such Note having been discharged,
or the related Mortgage satisfied or released and without the Trustee
having actual or constructive notice of the existence of any claim,
lien, charge, mortgage, security interest, encumbrance or right of
ACRI, any Originator or creditors of ACRI or others. Further we have
assumed the absence of any defense against enforcement of, or right of
offset against, each such Note and the related Mortgage. We have
undertaken no independent review of the Mortgage Loans, including the
Notes and the Mortgages and have relied solely upon the representations
of ACRI and of the Originators in the Transfer Agreement and the
Pooling and Servicing Agreement that they have title to the Mortgage
Loans; and
(8) in the case of each purchaser of a Class A Certificate
investing assets of an employee benefit plan covered by ERISA, such
plan is a plan to which Prohibited Transaction Exemption 91-14 is fully
available.
We have assumed that the Mortgages 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 4, 6 and 9 with respect to the
enforceability of certain agreements are subject to the following additional
qualifications:
(a) The effect of bankruptcy, insolvency, reorganization,
moratorium, receivership, or other similar laws of general
applicability relating to or affecting creditors' rights generally or
the rights of creditors of national banking associations in the event
of bankruptcy, insolvency, reorganization, moratorium or receivership.
(b) The application of general principles of equity,
including, but not limited to, the right of specific performance
(regardless of whether enforceability is considered in a proceeding in
equity or at law).
In addition, we wish to advise you that the enforceability of certain provisions
set forth in the Underwriting Agreement, the Insurance Agreement and the
Indemnity Agreement which purport to provide for indemnification for losses due
to securities laws violations may be limited by public policy considerations.
We are admitted to the Bars of the States of New York and California, and we
express no opinion as to the laws of any other jurisdiction except as to matters
that are governed by federal law, corporate and other applicable laws of the
States of Delaware, Nevada and Pennsylvania. With respect to the corporate laws
of the States of Delaware, Nevada and Pennsylvania, the opinions expressed below
are based solely on our review of statutes as in effect in those States and
judicial decisions with respect thereto. All opinions expressed herein are based
on laws, regulations and policy guidelines currently in force and may be
affected by future regulations.
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Furthermore, no opinion is expressed herein regarding the applicable state Blue
Sky, legal investment or real estate syndication laws.
Based upon the foregoing and subject to the last paragraph hereof, we are of the
opinion that:
1. ACRI has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Nevada, and
is qualified to do business in each state necessary to enable it to
perform its obligations under the Documents. ACRI has the requisite
power and authority to execute and deliver, engage in the transactions
contemplated by, and perform and observe the conditions of the
Documents.
2. AMCUSA has been duly organized and 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 necessary to enable it to
perform its obligations under the Transfer Agreement, the Insurance
Agreement and the Pooling and Servicing Agreement. AMCUSA has the
requisite power and authority to execute and deliver, engage in the
transactions contemplated by, and perform and observe the conditions of
the Transfer Agreement, the Insurance Agreement and the Pooling and
Servicing Agreement.
3. Each Originator (other than ABC) has been duly organized
and is validly existing and in good standing under the laws of its
jurisdiction of incorporation and is qualified to do business in each
state necessary to enable it to perform its obligations under the
Transfer Agreement. Each Originator (other than ABC) has the requisite
power and authority to execute and deliver, engage in the transactions
contemplated by, and perform and observe the conditions of the Transfer
Agreement.
4. Each of the Documents has been duly and validly authorized,
executed and delivered by ACRI, all requisite corporate action having
been taken with respect thereto. Each of the Documents constitutes the
valid, legal and binding agreement of ACRI, and is enforceable against
ACRI in accordance with its terms.
5. Each of the Pooling and Servicing Agreement, the Insurance
Agreement and the Transfer Agreement has been duly and validly
authorized, executed and delivered by AMCUSA, and in the case of the
Transfer Agreement, by the Originators (other than ABC), all requisite
corporate action having been taken with respect thereto.
6. Each of the Pooling and Servicing Agreement, the Insurance
Agreement and the Transfer Agreement constitutes the valid, legal and
binding agreement of AMCUSA and, in the case of the Transfer Agreement,
of the Originators (other than ABC), and each is enforceable against
AMCUSA and, in the case of the Transfer Agreement, of the Originators
(other than ABC), in accordance with its terms.
7. AMHC has been duly organized and 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 necessary to enable it to
perform its obligations under the AMHC Guaranties. AMHC has the
requisite power and authority to execute and deliver, engage in the
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transactions contemplated by, and perform and observe the conditions
of, the AMHC Guaranties.
8. The AMHC Guaranties have been duly and validly authorized,
executed and delivered by AMHC, all requisite corporate action having
been taken with respect thereto.
9. Each of the AMHC Guaranties each constitutes the valid,
legal and binding agreement of AMHC, and each is enforceable against
AMHC in accordance with its terms.
10. The Pooling and Servicing Agreement, assuming the due
execution and delivery thereof by the Trustee, creates a valid, express
trust under the laws of the State of New York. Each Certificate,
assuming the due execution by the Trustee and due authentication by the
Trustee and payment therefor, is validly issued and outstanding and is
entitled to the benefits of the Pooling and Servicing Agreement.
11. No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority
or court is required under federal laws or the laws of the States of
New York, Nevada, Delaware, Pennsylvania and California for the
execution, delivery and performance of any of the Pooling and Servicing
Agreement, the Insurance Agreement or the Transfer Agreement or the
consummation of any other transaction contemplated thereby by AMCUSA
or, in the case of the Transfer Agreement, the Originators (other than
ABC), except such which have been obtained.
12. No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority
or court is required under federal laws or the laws of the States of
New York, Nevada, Delaware and California for the execution, delivery
and performance of the Documents or the offer, issuance, sale or
delivery of the Class A Certificates or the consummation of any other
transaction contemplated thereby by ACRI, except such which have been
obtained.
13. No consent, approval, authorization or order of,
registration or filing with, or notice to, any governmental authority
or court is required under federal laws or the laws of the States of
New York, Delaware and California, for the execution, delivery and
performance of the AMHC Guaranties, except such which have been
obtained.
14. To our knowledge, following due inquiry made of the
appropriate officers of ACRI, AMCUSA and the Originators (other than
ABC), there are no actions, proceedings or investigations pending or,
to our knowledge, threatened against ACRI, AMCUSA or the Originators
(other than ABC) before any court, governmental agency or body or other
tribunal (a) asserting the invalidity of the Documents or the
Certificates, (b) seeking to prevent the issuance of the Certificates
or the consummation of any of the transactions contemplated by the
Documents, (c) which would materially and adversely affect the
performance by ACRI, AMCUSA or the Originators (other than ABC), as
applicable, of obligations under, or the validity or enforceability of,
the Documents or the Certificates, or (d) that would adversely affect
the status of the Trust as a "real estate
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mortgage investment conduit" ("REMIC"), as such term is defined in the
Internal Revenue Code of 1986, as amended.
15. None of the transfer of the Mortgage Loans to the Trust,
the issuance or sale of the Certificates, or the execution, delivery or
performance by the Originators (other than ABC) of the Transfer
Agreement, or AMCUSA of the Pooling and Servicing Agreement, the
Insurance Agreement and the Transfer 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 AMCUSA or the Originators
(other than ABC), as applicable; (ii) any term or provision of any
material agreement, contract, instrument or indenture, to which AMCUSA
or the Originators (other than ABC), as applicable, is a party or is
bound which has been identified to us by the appropriate officers of
AMCUSA; (iii) any order, judgment, writ, injunction or decree of any
court or governmental agency or body or other tribunal having
jurisdiction over AMCUSA or the Originators (other than ABC), as
applicable, which has been identified to us by the appropriate officers
of AMCUSA; or (iv) any law, rule or regulation of the States of New
York, Nevada, Pennsylvania, Delaware or the federal government
(including, without limitation, any bulk sales law), or (b) results in,
or will result in, the creation or imposition of any lien, charge or
encumbrance upon the Trust Estate created under the Pooling and
Servicing Agreement or upon the Certificates, except as otherwise
contemplated by the Pooling and Servicing Agreement.
16. None of the transfer of the Mortgage Loans to the Trust,
the issuance or sale of the Certificates, or the execution, delivery or
performance by ACRI of the Documents (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 ACRI; (ii) any term or provision of any
material agreement, contract, instrument or indenture, to which ACRI is
a party or is bound, which has been identified to us by an officer or
representative of ACRI; (iii) any order, judgment, writ, injunction or
decree of any court or governmental agency or body or other tribunal
having jurisdiction over ACRI, which has been identified to us by an
officer or representative of ACRI; or (iv) any law, rule or regulation
of the States of New York or Nevada or the federal government, or (b)
results or will result in the creation or imposition of any lien,
charge or encumbrance upon the Trust Estate or upon the Certificates,
except as otherwise contemplated by the Pooling and Servicing
Agreement.
17. The execution, delivery or performance by AMHC of the AMHC
Guaranties does not conflict with or will not conflict with and does
not result or will not result in a breach of, and does not constitute
or will not constitute a default under, (i) any term or provision of
the certificate of incorporation or bylaws of AMHC; (ii) any term or
provision of any material agreement, contract, instrument or indenture,
to which AMHC is a party or is bound, which have been identified to us
by appropriate officers of AMHC; (iii) any order, judgment, writ,
injunction or decree of any court or governmental authority having
jurisdiction over AMHC, which have been identified to us by appropriate
officers of AMHC; or (iv) any law, rule or regulation of the States of
New York, Delaware and California or the federal government.
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18. To the best of our knowledge, following due inquiry made
of the appropriate officers of AMHC, there are no actions, proceedings
or investigation pending or to our knowledge threatened against AMHC
before any court, administrative agency or other tribunal (a) asserting
the invalidity of the AMHC Guaranties, (b) seeking to prevent the
consummation of any of the transactions contemplated by the AMHC
Guaranties, or (c) which would materially and adversely affect the
performance by AMHC of obligations of the AMHC Guaranties.
19. The Registration Statement, the Prospectus and the
Prospectus Supplement (other than the financial and statistical data
included therein, as to which we are not called upon to express any
opinion), at the time the Registration Statement became effective and
as of the date hereof comply as to form in all material respects with
the requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the rules and regulations thereunder, and the Exchange Act
and the rules and regulations thereunder, and we do not know of any
amendment to the Registration Statement required to be filed, or of any
contracts, indentures or other documents of a character required to be
filed as an exhibit to the Registration Statement or required to be
described in the Registration Statement, the Prospectus or the
Prospectus Supplement, which has not been filed or described as
required.
20. Neither the qualification of the Pooling and Servicing
Agreement under the Trust Indenture Act of 1939, as amended, nor the
registration of the Trust created by the Pooling and Servicing
Agreement under the Investment Company Act of 1940, as amended, is
required.
21. Immediately upon the receipt by the Trust, and the receipt
by ACRI and, as applicable, by each Originator of legal and sufficient
consideration therefor, the Trust shall, pursuant to the laws of the
State of New York, be vested with good and indefeasible title to, and
shall be the sole owner of, and shall obtain all right, title and
interest of ACRI and of the Originators in and to, the Mortgage Loans,
free and clear of any claim, lien, charge, mortgage, security interest,
encumbrance or rights of ACRI or of the Originators or creditors of
ACRI or of the Originators, see Federal Deposit Ins. Corp. v. Forte,
463 N.Y.S.2d 844, 849 (A.D.2d Dep't 1983), except that until such time
as assignments of mortgage are recorded in the name of the Trustee in
the appropriate jurisdictions (x) the Trustee may not, in certain
jurisdictions, be independently able to enforce the Mortgage against
the related Mortgaged Property or the related Mortgagor, (y) the
related 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 related Originators.
22. The statements in the Prospectus Supplement set forth
under the captions "Description of the Certificates" and "The Pooling
and Servicing Agreement", to the extent such statements purport to
summarize certain provisions of the Certificates or of the Pooling and
Servicing Agreement, are fair and accurate in all material respects.
<PAGE> 9
23. The statements in the Prospectus set forth under the
captions "ERISA Considerations", "Material Federal Income Tax
Consequences" and "Legal Aspects of Mortgage Loans" and the statements
in the Prospectus Supplement set forth under the captions "ERISA
Considerations", "State Taxes" and "Material Federal Income Tax
Consequences", to the extent that they constitute matters of federal,
New York or California law, or federal, New York or California legal
conclusions, provide a fair and accurate summary of such law or
conclusions.
24. To the best of our knowledge, the Registration Statement
has become effective and the Commission has not issued any stop order
suspending the effectiveness of the Registration Statement or any order
directed to any prospectus or prospectus supplement relating to the
Class A Certificates (including the Prospectus and the Prospectus
Supplement), and has not initiated or threatened any proceeding for
that purpose.
25. The provision in the Pooling 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 or California law, or, if not
upheld, then such court applying New York or California law would hold
that California law is the governing law for the Pooling and Servicing
Agreement.
Assuming that the Trust's acquisition of any Subsequent Mortgage Loan is
effected in accordance with the provisions of the Pooling 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.
We have rendered legal advice and assistance to ACRI and AMCUSA in the course of
their investigation pertaining to, and their participation in the preparation
of, the Registration Statement, the Prospectus, the Prospectus Supplement, and
other matters relating to the sale of the Certificates. Rendering such
assistance involved, among other things, discussions and inquiries concerning
various legal and related subjects and reviews of certain records, documents,
opinions and certificates in accordance with instructions of ACRI and AMCUSA. We
also participated with the ACRI and AMCUSA in conferences with representatives
of the Underwriters and its counsel during which the contents of the
Registration Statement, the Prospectus, the Prospectus Supplement and related
matters were discussed. Although we are not passing upon, and do not assume
responsibility for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement, the Prospectus and the Prospectus
Supplement, in the course of our examination of the Registration Statement, the
Prospectus, the Prospectus Supplement and certain other documents and our
participation in the discussions hereinabove mentioned, no facts have come to
our attention which lead us to believe that the Registration Statement, the
Prospectus and the Prospectus Supplement (other than the financial statements
and other financial and statistical data contained therein, as to which we are
not called upon to express any belief), at the time the Registration Statement
became effective, contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein not
misleading, or that the Prospectus and the Prospectus Supplement (other than the
financial statements and other financial and statistical data contained
<PAGE> 10
therein, as to which we are not called upon to express any belief) as of its
date and on the date hereof contain any untrue statement of a material fact, or
omits to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
We express no opinion on any matter not discussed in this letter. This opinion
letter is rendered as of the Closing Date for the sole benefit of each of the
addressees hereof, and no other person or entity is entitled to rely hereon
without our prior written consent. Copies of this opinion letter may not be
quoted, circulated or referred to in any other document, without our prior
written consent.
Very truly yours,
/s/ Dewey Ballantine LLP
------------------------
<PAGE> 11
SCHEDULE I
Advanta Conduit Receivables, Inc. Ambac Assurance Corporation
10790 Rancho Bernardo Road One State Street Plaza
San Diego, California 92127 New York, New York 10004
Advanta Mortgage Corp. USA Bankers Trust Company of
10790 Rancho Bernardo Road California, N.A., as Trustee
San Diego, California 92127 1761 East St. Andrew Place
Santa Ana, California 92705
Morgan Stanley & Co. Incorporated,
as Representative of the Underwriters Moody's Investors Service, Inc.
1585 Broadway 99 Church Street
New York, New York 10036 New York, New York 10007
Arthur Andersen LLP Standard & Poor's Ratings Services
1601 Market Street 55 Water Street
Philadelphia, Pennsylvania 19103 New York, New York 10041
<PAGE> 1
Exhibit 8.1
<PAGE> 2
May 24, 2000
To the Addressees Listed
on Schedule I Hereto
Re: Advanta Mortgage Loan Trust 2000-1
Mortgage Loan Asset-Backed Certificates, Series 2000-1
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Ladies and Gentlemen:
We have acted as special tax counsel in connection with the issuance and
delivery of certain mortgage loan asset-backed certificates denominated Advanta
Mortgage Loan Trust 2000-1, Mortgage Loan Asset-Backed Certificates, Series
2000-1 (collectively, the "Certificates"), pursuant to a Pooling and Servicing
Agreement dated as of May 1, 2000 (the "Pooling and Servicing Agreement") among
Advanta Conduit Receivables, Inc., as sponsor ("ACRI"), Advanta Mortgage Corp.
USA, as master servicer (the "Master Servicer") and Bankers Trust Company of
California, N.A., as trustee (the "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) Prospectus dated December 28, 1999 (the "Prospectus") and a
Prospectus Supplement dated May 19, 2000 (the "Prospectus Supplement") with
respect to the Class A Certificates, and (b) an executed copy of the Pooling and
Servicing Agreement and the exhibits attached thereto.
Terms capitalized herein and not otherwise defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Based upon the foregoing and upon the assumptions set forth below, we are of the
opinion, under the laws of the United States, New York State, New York City and
California in effect as of the date hereof, that:
1. Assuming that (a) each of the Lower-Tier REMIC and the
Upper-Tier REMIC created under the Pooling and Servicing Agreement
elects, 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 the
Lower-Tier REMIC and the Upper-Tier REMIC will be treated as REMICs.
Subject to the above, (i) the Lower-Tier REMIC Regular Interests, each
Class of Class A Certificates and the Class B Certificates issued
pursuant to the Pooling and Servicing Agreement will be treated as one
or more "regular interests" in the related REMIC and (ii) the Class R-I
Certificates and the Class R-II Certificates will be treated as the
sole "residual interest" in the related REMIC.
2. The statements under the caption "Material Federal Income
Tax Consequences" in the Prospectus, and "Material Federal Income Tax
Consequences" and
<PAGE> 3
"State Taxes" in the Prospectus Supplement are accurate and complete in
all material respects.
3. As a consequence of the qualification of the Lower-Tier
REMIC and the Upper-Tier REMIC each as a REMIC, the Class A
Certificates and the Class B Certificates will be treated as "regular .
. . interest(s) in a REMIC" under Section 7701(a)(19)(C) of the Code
and "real estate assets" under Section 856(c) of the Code in the same
proportion that the assets in the Trust consist of qualifying assets
under such Sections. In addition, as a consequence of the qualification
of each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC,
interest on the Class A Certificates and the Class B Certificates will
be treated as "interest on obligations secured by mortgages on real
property" under Section 856(c) of the Code to the extent that such
Class A Certificates and the Class B Certificates are treated as "real
estate assets" under Section 856(c) of the Code.
4. The Trust will not be subject to tax upon its income or
assets by the taxing authority of New York State or New York City.
5. The Trust will not be subject to the California state
income tax. While REMICS are subject to the California state minimum
franchise tax imposed under Article 2, Section 23153 of the California
Revenue and Taxation Code, no opinion is expressed as to whether the
Trust is subject to such tax.
6. Neither the Trust nor any portion thereof, including,
without limitation, the Supplemental Interest Account, will be treated
as an association taxable as a corporation for federal income tax
purposes.
7. The acquisition, in the manner contemplated by the Pooling
and Servicing Agreement, by the Trust from time to time during the
Pre-Funding Period of the Subsequent Mortgage Loans will not cause
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC, nor will any such acquisition result in either the
Lower-Tier REMIC or the Upper-Tier REMIC engaging in a "prohibited
transaction" under Section 860F(a) of the code.
We express no opinion on any matter not discussed in this
letter. This opinion letter is rendered as of the Closing Date for the sole
benefit of each of the addressees hereof, and no other person or entity is
entitled to rely hereon without our prior written consent. Copies of this
opinion letter may not be quoted, circulated or referred to in any other
document, without our prior written consent.
Very truly yours,
<PAGE> 4
SCHEDULE I
Advanta Mortgage Corp. USA Ambac Assurance Corporation
10790 Rancho Bernardo Road One State Street Plaza
San Diego, California 92127 New York, New York 10004
Morgan Stanley & Co. Incorporated, Bankers Trust Company of
as Representative of the Underwriters California, N.A., as Trustee
1585 Broadway 1761 East St. Andrew Place
New York, New York 10036 Santa Ana, California 92705
Advanta Mortgage Loan Trust 2000-1 Moody's Investors Service, Inc.
c/o Bankers Trust Company 99 Church Street
of California, N.A. New York, New York 10007
1761 East St. Andrew Place
Santa Ana, California 92705 Standard & Poor's Rating Services
55 Water Street
New York, New York 10041
