<PAGE>
EXHIBIT 8.1
-----------
Conseco Finance Corp.
1100 Landmark Towers
345 St. Peter Street
St. Paul, Minnesota 55102-1639
Conseco Finance Securitizations Corp.
300 Landmark Towers
345 St. Peter Street
St. Paul, Minnesota 55102-1639
Re: Registration Statement on Form S-3
Conseco Finance Recreational Enthusiast Consumer Trust 2000-A
File Nos. 333-91557 and 333-91557-01
Ladies and Gentlemen:
We have acted as counsel for Conseco Finance Corp., a Delaware
corporation ("Conseco Finance"), and Conseco Finance Securitizations Corp., a
Minnesota corporation ("Conseco Securitizations"), in connection with the
establishment by Conseco Securitizations of Conseco Finance Recreational
Enthusiast Consumer Trust 2000-A (the "Trust"), pursuant to a Trust Agreement,
dated as of June 1, 2000 (the "Trust Agreement"), between Conseco
Securitizations and Wilmington Trust Company, as Owner Trustee (the "Owner
Trustee"), and Conseco Finance's and Conseco Securitization's execution of a
Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of
June 1, 2000, among Conseco Finance, Conseco Securitizations and the Trust. The
Trust will issue $274,400,000 aggregate principal amount of Asset-Backed Notes
(the "Notes") pursuant to an Indenture, dated as of June 1, 2000 (the
"Indenture"), between the Trust and U.S. Bank Trust National Association, as
Trustee (the "Indenture Trustee"), and a single class of Certificates (the
<PAGE>
June 29, 2000
Page 2
"Certificates") pursuant to the Trust Agreement. The issuance of the securities
is also described in a registration statement on Form S-3 (File Nos. 333-91557
and 333-91557-01) (together, the "Registration Statement"), and in the related
Prospectus Supplement dated June 27, 2000 (the "Prospectus Supplement") and
Prospectus dated June 23, 2000 (the "Base Prospectus" and, together with the
Prospectus Supplement, the "Prospectus").
For purposes of rendering our opinion we have examined the Registration
Statement, the Trust Agreement, the Sale and Servicing Agreement, the Indenture
and the related documents and agreements contemplated therein (collectively, the
"Transaction Documents"), and we have reviewed such questions of law as we have
considered necessary and appropriate. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Prospectus.
Our opinion is based upon the existing provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), currently applicable Treasury
Department regulations issued thereunder, current published administrative
positions of the Internal Revenue Service (the "Service") contained in revenue
rulings and revenue procedures, and judicial decisions, all of which are subject
to change, either prospectively or retroactively, and to possibly differing
interpretations. Any change in such authorities may affect the opinions
rendered herein. Our opinion is also based on the representations set forth in
the certificate dated the date hereof delivered to us by Conseco Finance, the
representations and warranties set forth in the Transaction Documents and the
assumptions that Conseco Finance, as Servicer, Conseco Securitizations, as
Seller, the Noteholders, the Certificateholders, the Owner Trustee and the
Indenture Trustee will at all times comply with the requirements of the
Transaction Documents.
An opinion of counsel is predicated on all the facts and conditions
set forth in the opinion and is based upon counsel's analysis of the statutes,
regulatory interpretations and case law in effect as of the date of the opinion.
It is not a guarantee of the current status of the law and should not be
accepted as a guarantee that a court of law or an administrative agency will
concur in the opinion.
1. Federal Tax Characterization of the Trust. The Trust is a
-----------------------------------------
business entity whose federal tax characterization will be determined under
Treasury Regulations (S)(S) 301.7701-2 and 301.7701-3. Treasury Regulations (S)
301.7701-2 provides that "a business entity is any entity recognized for federal
tax purposes . . . that is not properly classified as a trust under (S)
301.7701-4 or otherwise subject to special treatment under the Internal Revenue
Code." Because the Trust will be recognized as an entity for federal tax
purposes and will not be properly classified as a trust under (S) 301.7701-4,
the Trust will be a "business entity" within (S) 301.7701-2.
Treasury Regulations (S) 301.7701-2 also provides that certain types
of entities are treated as corporations for federal tax purposes, including
entities formed under a state statute which refers to the entity as
"incorporated or as a corporation, body corporate or body politic," or as a
"joint-
<PAGE>
June 29, 2000
Page 3
stock company or joint-stock association." The definition of corporation also
includes insurance companies, certain banking entities, foreign entities and
other entities specified in (S) 301.7701-2. The Trust is not an entity which is
treated as a corporation under (S) 301.7701-2.
Treasury Regulations (S) 301.7701-3 refers to a business entity that
is not classified as a corporation as an "eligible entity." That section
provides that an eligible entity with at least two members can elect to be
classified as either an association or a partnership. Treasury Regulations (S)
301.7701-3 further provides certain default rules pursuant to which, unless the
entity affirmatively elects to be classified as an association, an eligible
entity is treated as a partnership if it has two or more members.
Under Sections 2.6 and 5.5 of the Trust Agreement, Conseco
Securitizations, the Certificateholder and the Owner Trustee have agreed not to
file any election to treat the Trust as an association taxable as a corporation.
Based on the foregoing, it is our opinion that the Trust will not be
treated as an association taxable as a corporation for federal tax purposes.
Under Section 7704 of the Code, certain publicly traded partnerships
are treated as corporations for federal income tax purposes. This treatment
does not apply, however, to any publicly traded partnership if 90% or more of
the gross income of the partnership constitutes "qualifying income." For
purposes of Section 7704, "qualifying income" generally includes interest,
dividends and certain other types of passive income. Based on the
representations made in the Transaction Documents, we conclude that if the Trust
is treated as a partnership for federal income tax purposes, 90% or more of the
Trust's gross income will constitute "qualifying income" within the meaning of
Section 7704 of the Code. Therefore, it is our opinion that the Trust will not
be taxed as a corporation under the publicly traded partnership rules of Section
7704 of the Code.
2. Federal Tax Characterization of the Notes. The characterization
-----------------------------------------
of an instrument as debt or equity for federal income tax purposes depends on
all of the facts and circumstances in each case. In any such determination,
several factors must be considered, including, among other things, the
independence of the debt holder and equity holders, the intention of the parties
to create a debt, the creation of a formal debt instrument, the safety of the
principal amount, and the debt to equity ratio of the issuer. In this regard, we
note that the Owner Trustee, on behalf of the Trust, and each Noteholder will
agree to treat the Notes as debt for federal income tax purposes. Based on such
agreement, the factors listed above and other considerations, although there is
no authority on transactions which resemble the issuance of the Notes by the
Trust, it is our opinion that the Notes will be treated as debt for federal
income tax purposes.
<PAGE>
June 29, 2000
Page 4
We hereby confirm that, insofar as they constitute statements of law
or legal conclusions as to the likely outcome of material issues under the
federal income tax laws, the discussion under the headings "Federal Income Tax
Consequences" in the Base Prospectus and "Summary of the Terms of the Notes --
Tax Status" and "Federal and State Income Tax Consequences" in the Prospectus
Supplement accurately sets forth our advice.
3. Minnesota State Income Tax Consequences. Based on the discussion
---------------------------------------
of the federal income tax characterization of the Trust and the Notes set forth
above and the provisions of Minnesota law as of the date hereof, it is our
opinion that, for Minnesota income, franchise and excise tax purposes, the Trust
will not be classified as an association taxable as a corporation and that the
Notes will be treated as debt. It is also our opinion that for Noteholders who
are not residents of, or otherwise subject to tax in, Minnesota, ownership of a
Note will not be a factor in determining whether such Noteholder is subject to
Minnesota income, franchise or excise taxes.
We hereby confirm that, insofar as they constitute statements of law
or legal conclusions as to the likely outcome of material issues under the
Minnesota income tax laws, the discussion under the headings "State Income Tax
Consequences" in the Base Prospectus and "Summary of the Terms of the Notes --
Tax Status" and "Federal and State Income Tax Consequences" in the Prospectus
Supplement accurately sets forth our advice.
We express no opinion about the tax treatment of any features of the
Trust's activities or an investment therein other than those expressly set forth
above.
Dated: June 29, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
