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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 Recreational Enthusiast Consumer Trust 2000-A
File Nos. 333-91557 and 333-91557-01
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 $2,172,078,710 of Asset-Backed Notes
(the "Notes") to be issued by Conseco Finance Recreational Enthusiast Consumer
Trusts to be formed 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. 333-91557 and 333-91557-01)
(together, the "Registration Statement"), and the preparation of a Prospectus
Supplement dated June 27, 2000, and the related Prospectus dated June 23, 2000
(together, the "Prospectus") relating to the offer and sale by the Seller of
$274,400,000 (approximate) aggregate principal amount of Asset-Backed Notes (the
"Notes") to be issued by Conseco Finance Recreational Enthusiast Consumer Trust
2000-A (the "Trust"). The corpus of the Trust will consist of the Notes, the
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
June 29, 2000
Page 2
related Collateral Security and certain other property. The Trust was
established pursuant to a Trust Agreement dated as of June 1, 2000, between the
Seller and Wilmington Trust Company, as Owner Trustee (the "Trust Agreement").
The Notes are to be issued pursuant to an Indenture dated June 1, 2000 between
the Trust and U.S. Bank Trust National Association, as Trustee (the "Indenture
Trustee"). The Notes are described in the Prospectus forming part of the
Registration Statement.
We have examined the Registration Statement, the Prospectus, the Trust
Agreement, the Sale and Servicing Agreement and Indenture, 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 Indenture has been duly authorized by the Trust and duly
executed and delivered by the Trust constitutes the valid and binding obligation
of the Trust.
2. The Notes have been duly executed and delivered by the Owner
Trustee, authenticated by the Indenture Trustee, and delivered and paid for
pursuant to the Underwriting Agreement, and constitute valid and binding
obligations of the Trust.
The opinions set forth above are subject to the following
qualifications and exceptions:
(a) Our opinions 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 opinions 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 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
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
June 29, 2000
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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 Business Trust Act.
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: June 29, 2000
Very truly yours,
CFS /s/ Dorsey & Whitney LLP
