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EXHIBIT 8.1
October 5, 2000
Lehman Brothers Inc. Fitch IBCA, Inc.
Three World Financial Center, 12th Floor One State Street Plaza
200 Vesey Street 32nd Floor
New York, NY 10285 New York, NY 10004
Merrill Lynch, Pierce, Fenner & Moody's Investors Service, Inc.
Smith Incorporated 99 Church Street
North Tower, 10th Floor New York, New York 10007
World Financial Center
New York, NY 10281-1310
Banc of America Securities, LLC Standard & Poor's Ratings Services
Bank of America Corporate Center 55 Water Street, 41st Floor
100 North Tryon Street New York, NY 10041
Charlotte, NC 28255
Credit Suisse First Boston Corporation U.S. Bank National Association
Eleven Madison Avenue, 5th Floor Corporate Trust, 2nd Floor
New York, NY 10010-3629 180 East Fifth Street
St. Paul, MN 55101
Re: Conseco Finance Corp./Conseco Finance Securitizations Corp.
Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 2000-5
Ladies and Gentlemen:
We have acted as counsel for Conseco Finance Corp. ("Conseco") and Conseco
Finance Securitizations Corp. ("CFSC") in connection with their execution of a
Pooling and Servicing Agreement, dated as of October 1, 2000 (the "Pooling and
Servicing Agreement"), among Conseco, CFSC and U.S. Bank National Association,
as Trustee (the "Trustee"), and the establishment pursuant to the Pooling and
Servicing Agreement of Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificate Trust 2000-5 (the "Trust"). All undefined capitalized
terms used in this opinion have the meanings given them in the Pooling and
Servicing Agreement.
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Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Banc of America Securities, LLC
Credit Suisse First Boston
Fitch IBCA, Inc.
Moody's Investors Service, Inc.
Standard & Poor's
U.S. Bank National Association
October 5, 2000
Page 2
Pursuant to the Transfer Agreement, Conseco will transfer to CFSC a pool of
manufactured housing installment sale contracts and installment loan agreements
(the "Contracts"). Pursuant to the Pooling and Servicing Agreement, CFSC will
transfer the Contracts to the Trust and Conseco will act as Servicer of the
Contracts and provide a Limited Guarantee.
Conseco and CFSC have requested that we provide to you our opinion whether
the Master REMIC and Subsidiary REMIC will each 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 Conseco and 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 each of the Master REMIC and Subsidiary REMIC 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 Pooling and Service Agreement and in the Prospectus Supplement relating to
the Class A Certificates, Class M Certificates and Class B Certificates.
Based upon the foregoing, it is our opinion that
1. The Master REMIC and Subsidiary REMIC created pursuant to the
Pooling and Servicing Agreement will each qualify as a REMIC under the Code
and under the REMIC Regulations. The Class A Certificates, Class M
Certificates, Class B Certificates and Class B-3I
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Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Banc of America Securities, LLC
Credit Suisse First Boston
Fitch IBCA, Inc.
Moody's Investors Service, Inc.
Standard & Poor's
U.S. Bank National Association
October 5, 2000
Page 3
Certificates will evidence ownership of the "regular interests" in the
Master REMIC. The Class C Master Certificate will evidence ownership of the
single class of "residual interests" in such REMIC. The Uncertificated
Subsidiary Interests represent the "regular interests" in the Subsidiary
REMIC and the Class C Subsidiary Certificate will evidence the sole class
of "residual interests" in the Subsidiary REMIC.
2. For Minnesota income and franchise tax purposes the Trust 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 Class A Certificate, Class M Certificate or Class B
Certificate will not be a factor in determining whether the owner thereof
is subject to Minnesota income or franchise taxes. Therefore, if the owner
of a Class A Certificate, Class M Certificate or Class B Certificate is not
otherwise subject to Minnesota income or franchise taxes in the State of
Minnesota, the owner will not become subject to such Minnesota taxes solely
by virtue of owning a Class A Certificate, Class M Certificate or Class B
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 delivered to you at the request of Conseco and CFSC
solely for your use. This opinion may not be circulated or republished to, or
relied upon by, any other person without our express prior written consent.
Very truly yours,
