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Exhibit 8.1
August 14, 2000
Prudential Securities Secured Financing Corporation
One New York Plaza
New York, New York 10292
Re: Prudential Securities Secured Financing Corporation
Statement on Form S-3 (No. 333-_____)
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Ladies and Gentlemen:
We have acted as special counsel to Prudential Securities Secured
Financing Corporation, a Delaware corporation (the "Company"), in connection
with the above-referenced Registration Statement (together with the exhibits and
any amendments thereto, the "Registration Statement") filed by the Company with
the Securities and Exchange Commission in connection with the registration by
the Company of Asset Backed Notes and Asset Backed Certificates (the "Notes" and
"Certificates" and each, "Securities") to be sold from time to time in one or
more series in amounts to be determined at the time of sale and to be set forth
in one or more Supplements (each, a "Prospectus Supplement") to the Prospectus
(the "Prospectus") included in the Registration Statement.
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Notes and Certificates, and in order to
express our opinion hereinafter stated we have examined and relied upon the
Registration Statement and, in each case, as filed with the Registration
Statement, the forms of Pooling and Servicing Agreement, Trust Agreement, Sale
and Servicing Agreement, Indenture, Notes and Certificates (the "Operative
Documents"). Terms used herein without definition have the meanings given to
such terms in the Registration Statement. We have also examined such statutes,
corporate records and other instruments as we have deemed necessary for the
purpose of this opinion.
In rendering our opinion, we have also considered and relied upon the
Internal Revenue Code of 1986, as amended, and administrative rulings, judicial
decisions, regulations, and such other authorities as we have deemed
appropriate, all as in effect as of the date hereof. The statutory provisions,
regulations, interpretations, and other authorities upon which our opinion is
based are subject to change, and such changes could apply retroactively. In
addition, there can be no assurance that positions contrary to those stated in
our opinion will not be taken by the Internal Revenue Service.
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August 14, 2000
Page 2
We express no opinions as to the laws of any jurisdiction other than
the federal laws of the United States of America to the extent specifically
referred to herein.
Based upon and subject to the foregoing, we are of the opinion that the
statements in the (1) Prospectus under the headings "Prospectus Summary--Tax
Status" to the extent they relate to federal income tax matters and under the
heading "Tax Considerations," and (2) in each of the prospectus supplements
under the headings "Prospectus Supplement Summary--Federal Tax Considerations"
and "Federal Tax Consequences" in each case, subject to the qualifications set
forth therein, accurately describe the material federal income tax consequences
to holders of Notes and/or Certificates, under existing law and the assumptions
stated therein.
We also note that the Prospectus and the Operative Documents do not
relate to a specific transaction. Accordingly, the above-referenced description
of federal income tax consequences may require modification in the context of an
actual transaction.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name therein.
Very truly yours,
/s/ Mayer, Brown & Platt
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MAYER, BROWN & PLATT
PAJ:JCN
