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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: Federal Income Tax Consequences of Manufactured
Housing Contract Pass-Through Certificates
Ladies and Gentlemen:
We have acted as counsel to Conseco Finance Corp., a Delaware
corporation (the "Company") and Conseco Finance Securitizations Corp., a
Minnesota corporation (the "Seller"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (File No. 333-95213 and 333-95213-01) (the
"Registration Statement") under the Securities Act of 1933, as amended, relating
to an aggregate of $5,000,000,000 of Manufactured Housing Contract Pass-Through
Certificates (the "Certificates") to be issued from time to time in series under
separate Pooling and Servicing Agreements, and the preparation of a Prospectus
Supplement dated May 19, 2000 and the related Prospectus dated May 19, 2000
(together, the "Prospectus") relating to the offer and sale by the Company of
$705,000,000 (approximate) aggregate principal amount of Manufactured Housing
Contract Senior/Subordinate Pass-Through Certificates, Series 2000-2 (the
"Certificates"), to be issued under a Pooling and Servicing Agreement, dated as
of May 1, 2000 (the "Pooling and Servicing Agreement") between the Company and
U.S. Bank National Association, as Trustee (the "Trustee"). Capitalized terms
used herein and not defined have the meanings assigned thereto in the Pooling
and Servicing Agreement.
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Conseco Finance Corp.
Conseco Finance Securitizations Corp
May 30, 2000
Page 2
You have requested our opinion with respect to certain federal income
tax consequences of the purchase, ownership and disposition of the Certificates.
For purposes of rendering our opinion we have examined the Registration
Statement, the Prospectus and the Pooling and Servicing Agreement.
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. Our
opinion is also based on the representations and warranties set forth in the
Pooling and Servicing Agreement and the assumptions that the Company and the
Trustee will at all times comply with the requirements of the Pooling and
Servicing Agreement, including, without limitation, the requirement that proper
elections to be taxed as two separate real estate mortgage investment conduits
("REMICs") under the Internal Revenue Code of 1986, as amended (the "Code") are
made in accordance with the Pooling and Servicing Agreement and the Code and
that the Certificates will be issued as described in the Prospectus.
Based upon the foregoing, as of the date hereof it is our opinion that
the Trust created pursuant to the Pooling and Servicing Agreement will qualify
as two separate REMICs under the Code and under the REMIC Regulations, and that
the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class M-
1 Certificates, Class M-2 Certificates, Class B-1, Class B-2 and Class B-3I
Certificates will evidence ownership of the "regular interests" in the Master
REMIC, the Uncertificated Subsidiary Interests will evidence ownership of the
"regular interests" in the Subsidiary REMIC, and the Class C Subsidiary
Certificates and the Class C Master Certificates will evidence ownership of the
single class of "residual interests" in each of the Subsidiary REMIC and the
Master REMIC, respectively.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Federal
Income Tax Consequences" in the Prospectus Supplement and the Prospectus, and 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 such heading accurately sets forth our advice.
Dated: May 30, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
