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D O R S E Y & W H I T N E Y L L P
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
Telephone: (612) 340-2600
Fax: (612) 340-2868
Exhibit 8.1
Conseco Finance Corp.
1100 Landmark Towers
345 St. Peter Street
St. Paul, Minnesota 55102-1639
Conseco Finance Securitizations Corp.
1100 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. (the
"Company"), and Conseco Finance Securitizations Corp., a Minnesota corporation
("CFSC"), in connection with the proposed registration under the Securities Act
of 1933, as amended, by the Company and CFSC of $3,000,000,000 of Manufactured
Housing Contract Pass-Through Certificates (the "Certificates"), and the related
preparation and filing of a registration statement on Form S-3, filed by the
Company and CFSC with the Securities and Exchange Commission on October 10, 2000
(the "Registration Statement"). The Certificates will be issued in series under
separate Pooling and Servicing Agreements (each, an "Agreement") among CFSC, as
seller, the Company, as originator, servicer and (with respect to some series)
guarantor, and a bank or trust company, as trustee (the "Trustee"). The
Certificates are described in the prospectus constituting Part I of the
Registration Statement (the "Prospectus"). Each series of Certificates will be
more particularly described in a supplement to the Prospectus (each, a
"Supplement").
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. Each Supplement and Agreement pertaining to a specific
series is to be completed subsequent to the date of this opinion. Accordingly,
we have not examined any Supplement or Agreement relating to any specific series
to be issued, and our opinion does not address the contents of any such
Supplement or Agreement except as and to the extent that the provisions of same
may be described in the Prospectus. We understand that each Supplement will
contain a discussion of any material federal
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
October 10, 2000
Page 2
income tax consequences pertaining to the series to be offered thereunder which
are not addressed in the Prospectus.
As set forth in the Prospectus, for federal income tax
purposes each series of Certificates will be issued as either a grantor trust
("Grantor Trust") or a real estate mortgage investment conduit ("REMIC") under
the Internal Revenue Code of 1986, as amended (the "Code"). Each series' status
as a Grantor Trust or a REMIC is to be set forth in the Supplement related
thereto.
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 applicable Agreement and the assumptions that the Company, CFSC and
the Trustee will at all times comply with the requirements of the applicable
Agreement, including, without limitation, in the case of each REMIC series of
Certificates, the requirement that a proper election to be taxed as a REMIC is
made in accordance with the applicable Agreement and the Code and that the
certificates of such series will be issued as described in the related
Supplement and any other prospectus relating to other classes of certificates of
such series. Based upon the foregoing, as of the date hereof it is our opinion
that:
(1) With respect to each Grantor Trust series of Certificates,
each pool of manufactured housing contracts and the arrangement to be
administered by the Company under which the Trustee will hold and the
Company will be obligated to service the manufactured housing contracts
and pursuant to which Certificates will be issued to
certificateholders, all as described in the Prospectus, will not be
classified as an association taxable as a corporation or as a "taxable
mortgage pool," within the meaning of Section 7701(i) of the Code, but
rather will be classified as a grantor trust under Subpart E, Part I of
Subchapter J of the Code.
(2) With respect to each Grantor Trust series of Certificates,
under Section 671 of the Code, each holder of a Certificate will be
treated as the owner of a pro rata undivided interest in the ordinary
income and corpus portions of the trust attributable to the pool of
manufactured housing contracts in which such Certificate evidences an
ownership interest and will be considered the equitable owner of a pro
rata undivided interest in each of the manufactured housing contracts
comprising that pool.
(3) With respect to each REMIC series of Certificates, those
assets constituting the trust fund created pursuant to the related
Agreement and designated as comprising the "real estate mortgage
investment conduit" thereunder will qualify as a REMIC under the Code.
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
October 10, 2000
Page 3
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 "Certain
Federal Income Tax Consequences" in 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: October 10, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
