<PAGE>
October 31, 2000
Merrill Lynch, Pierce, Fenner Deutsche Bank Securities Inc.
& Smith Incorporated 31 West 52/nd/ Street
North Tower, 10/th/ Floor New York, NY 10019
World Financial Center
New York, New York 10281 Standard & Poor's Ratings Services
55 Water Street
Lehman Brothers Inc. New York, New York 10041
Three World Financial Center
New York, New York 10285 Moody's Investors Service, Inc.
99 Church Street
Credit Suisse First Boston Corporation New York, New York 10007
11 Madison Avenue, 5/th/ Floor
New York, New York 10010-3629 Fitch IBCA, Inc.
One State Street Plaza
Banc of America Securities LLC 32/nd/ Floor
Bank of America Corporate Center New York, NY 10004
100 North Tryon Street
Charlotte, NC 28255 U.S. Bank Trust National Association
180 East Fifth Street
Chase Securities Inc. Saint Paul, Minnesota 55101
270 Park Avenue, 7/th/ Floor
New York, NY 10017
Re: Conseco Finance Corp./Conseco Finance Securitizations Corp.
Certificates for Home Equity Loans, Series 2000-F
Gentlemen:
We have acted as counsel for Conseco Finance Corp. ("Conseco") and Conseco
Finance Securitizations Corp. ("CFSC") in connection with their execution of (a)
a Pooling and Servicing Agreement, dated as of October 1, 2000 (the "Pooling and
Servicing Agreement"), among Conseco, CFSC and U.S. Bank Trust National
Association, as Trustee (the "Trustee"), and CFSC's establishment, pursuant
thereto, of Conseco Finance Home Equity Loan Trust 2000-F (the "Trust") and (b)
a Transfer Agreement, dated as of October 1, 2000, between Conseco and CFSC. All
undefined capitalized terms used in this opinion have the meanings given them in
the Pooling and Servicing Agreement.
<PAGE>
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Banc of America Securities LLC
Chase Securities Inc.
Deutsche Bank Securities Inc.
Standard & Poor's Ratings Services
Moody's Investors Service, Inc.
Fitch IBCA, Inc.
U.S. Bank Trust National Association
October 31, 2000
Page 2
Pursuant to the Pooling and Servicing Agreement, CFSC will transfer to the
Trust the Loans and certain related property and Conseco will act as Servicer of
the Loans.
Conseco and CFSC have requested that we provide to you our opinion whether
the Trust (excluding the Pre-Funding Accounts and the Capitalized Interest
Account) will be treated as a real estate mortgage investment conduit ("REMIC")
under the Internal Revenue Code of 1986, as amended through the date hereof (the
"Code"), under certain Treasury Regulations concerning REMICs promulgated by the
Treasury Department on December 23, 1992 (the "REMIC Regulations"), and under
Minnesota law.
In rendering our opinion, we have examined the Pooling and Servicing
Agreement and such additional related documents, and we have reviewed such
questions of law, as we have considered necessary and appropriate for the
purposes of the opinion expressed herein.
Our opinion is based upon existing law and currently applicable Treasury
Department regulations, current published administrative positions of the
Internal Revenue 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, and is also based
on the representations and warranties set forth in the Pooling and Servicing
Agreement and the assumptions that CFSC and the Trustee will at all times comply
with the requirements of the Pooling and Servicing Agreement, including, without
limitation, the requirement that a proper election to be taxed as a REMIC is
made for the Trust in accordance with the Pooling and Servicing Agreement and
the Code, and that the certificates representing interests in the Trust will be
issued as described in the Prospectus Supplement relating to the Certificates.
Based upon the foregoing, as of the date hereof it is our opinion that:
1. The Trust created pursuant to the Pooling and Servicing Agreement
(excluding the Pre-Funding Accounts and the Capitalized Interest Account) will
qualify as a REMIC under the Code and under the REMIC Regulations. The
Certificates will evidence ownership of the "regular interests" in the REMIC.
The Class C Certificate will evidence ownership of the single class of "residual
interests" in the REMIC.
<PAGE>
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Banc of America Securities LLC
Chase Securities Inc.
Deutsche Bank Securities Inc.
Standard & Poor's Ratings Services
Moody's Investors Service, Inc.
Fitch IBCA, Inc.
U.S. Bank Trust National Association
October 31, 2000
Page 3
2. For Minnesota income and franchise tax purposes, the Trust (excluding
the Pre-Funding Accounts and the Capitalized Interest Account) will not be
subject to tax and the income of the Trust will be taxable to the holders of
interests therein, all in accordance with the provisions of the Code concerning
REMICs as amended through December 31, 1999.
3. Ownership of a Certificate will not be a factor in determining whether
the owner is subject to Minnesota income or franchise taxes. Therefore, if the
owner of a Certificate is not otherwise subject to Minnesota income or franchise
taxes in the State of Minnesota, such owner will not become subject to such
Minnesota taxes solely by virtue of owning a Certificate.
We express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States of America and the laws of the State of
Minnesota. This opinion is being delivered to you at the request of Conseco and
CFSC only for your use. It may not be circulated or republished to or relied
upon by any other person without our prior written consent.
Very truly yours,
