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DORSEY & WHITNEY, LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 5540-1498
Telephone: (612) 340-2600
Fax: (612) 340-8738
EXHIBIT 5.1
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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 Home Improvement Loan Trust 2000-E
File No. 333-85119 and 333-85119-01
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 registration under
the Securities Act of 1933, as amended, of $5,000,000,000 of Asset-Backed Loans
(the "Loans") to be issued by Certificates for Home Improvement and Home Equity
Loans from time to time, the related preparation and filing of the Registration
Statements on Form S-3 filed by the Company with the Securities and Exchange
Commission (the "Commission") (File Nos. 333-85119 and 333-85119-01; 333-92313
and 333-92313-01) (together, the "Registration Statement"), and the preparation
of a Prospectus Supplement dated September 22, 2000, and the related Prospectus
dated September 22, 2000 (together, the "Prospectus") relating to the offer and
sale by the Company of $300,000,000 (approximate) aggregate principal amount of
Loan-Backed Certificates (the "Certificates") to be issued by Conseco Finance
Home Loan Trust 2000-E (the "Trust"). The corpus of the Trust will consist of
the Loans, the related Collateral Security and certain other property. The Trust
was established pursuant to a Pooling and Servicing Agreement
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
September 28, 2000
Page 2
dated as of September 1, 2000, among the Company, as Originator and Servicer,
and U.S. Bank Trust National Association, as Trustee (the "PSA"). The
Certificates are to be issued pursuant to the PSA. The Loans are described in
the Prospectus forming part of the Registration Statement.
We have examined the Registration Statement, the Prospectus, the PSA,
and such other related documents, and have reviewed such questions of law, as we
have considered necessary and appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
1. The PSA has been duly authorized by the Board of Directors of the
Company and duly executed and delivered by the Company and constitute valid and
binding obligations of the Company.
2. When the Certificates have been duly executed and delivered in
accordance with the terms of the PSA, they will be legally and validly issued,
and the holders of the Certificates will be entitled to the benefits of the PSA.
3. When the Certificates have been duly executed and delivered by
the Trustee, authenticated by the Trustee, and delivered and paid for pursuant
to the Underwriting Agreement, the Certificates will have been duly issued and
will constitute valid and binding obligations of the Trust.
The opinions set forth above are subject to the following
qualifications and exceptions:
(a) Our opinion in paragraphs 1 and 3 above are subject to the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or
other similar law of general application affecting creditors' rights.
(b) Our opinion in paragraphs 1 and 3 above are subject to the effect
of general principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing, and other similar
doctrines affecting the enforceability of agreements generally (regardless
of whether considered in a proceeding in equity or at law).
(c) Minnesota Statutes (S) 290.371, Subd. 4, provides that any
corporation required to file a Notice of Business Activities Report does
not have a cause of action upon which it
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
September 28, 2000
Page 3
may bring suit under Minnesota law unless the corporation has filed a
Notice of Business Activities Report and provides that the use of the
courts of the State of Minnesota for all contracts executed and all causes
of action that arose before the end of any period for which a corporation
failed to file a required report is precluded. Insofar as our opinion may
relate to the valid, binding and enforceable character of any agreement
under Minnesota law or in a Minnesota court, we have assumed that any party
seeking to enforce such agreement has at all times been, and will continue
at all times to be, exempt from the requirement of filing a Notice of
Business Activities Report or, if not exempt, has duly filed, and will
continue to duly file, all Notice of Business Activities Reports.
Our opinions expressed above are limited to the laws of the State of
Minnesota and the Delaware General Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising part of the Registration Statement.
Dated: September 28, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
