<PAGE>
EXHIBIT 8.1
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, NY 10038-4982
September 26, 2000
Delta Funding Corporation
1000 Woodbury Road
Woodbury, New York 11797
Re: Delta Funding Corporation
Registration Statement on Form S-3
(No. 333-96001)
Ladies and Gentlemen:
We have acted as counsel for Delta Funding Corporation ("Delta") in connection
with the issuance of $200,000,000 aggregate principal amount of Home Equity Loan
Asset-Backed Certificates, Series 2000-3 (the "Certificates"). A Registration
Statement on Form S-3 relating to the Certificates (No. 333-96001) (the
"Registration Statement") has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and was declared effective on June 8, 1998. As set forth in the Prospectus dated
March 27, 2000 (the "Prospectus") and the Prospectus Supplement dated September
22, 2000 (the "Prospectus Supplement"), the Certificates will be issued by a
trust established by Delta pursuant to the provisions of a Pooling and Servicing
Agreement dated as of September 1, 2000 (the "Pooling and Servicing Agreement"),
between Delta, as seller, Countrywide Home Loans, Inc., as servicer, and Wells
Fargo Bank Minnesota, National Association, as trustee.
We have examined a form of the Pooling and Servicing Agreement, a form of the
Certificates, and a form of the Prospectus and Prospectus Supplement. We also
have examined such other documents, papers, statutes and authorities as we have
deemed necessary to form the basis for the opinions hereinafter expressed. In
our examination of such material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of copies of documents submitted to us.
<PAGE>
On the basis of the foregoing, we are of the opinion that the information in the
Prospectus Supplement under the caption "Federal Income Tax Considerations," and
in the Prospectus under the caption "Federal Income Tax Considerations," to the
extent that it constitutes matters of law or legal conclusions, is correct in
all material respects.
This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury regulations promulgated thereunder, and judicial
and administrative interpretations thereof.
Except as provided below, this opinion is solely for the benefit of the
addressee hereof and may not be relied upon in any manner by any other person or
entity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus Supplement,
and to the filing of this opinion as an exhibit to an application made by or on
behalf of Delta or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
