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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
File No. 333-92315 and 333-92315-01
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 preparation and
filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (File No. 333-92315 and 333-2315-01) (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 August 8, 2000 and the related Prospectus dated August 8, 2000
(together, the "Prospectus") relating to the offer and sale by the Company of
$1,200,000,000 (approximate) aggregate principal amount of Manufactured Housing
Contract Senior/Subordinate Pass-Through Certificates, Series 2000-4 (the
"Certificates"), to be issued under a Pooling and Servicing Agreement, dated as
of August 1, 2000 (the "Pooling and Servicing
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
August 11, 2000
Page 2
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.
The Company will provide a Limited Guaranty (the "Limited Guaranty")
with respect to the Class B-2 Certificates.
We have examined the Registration Statement, the Prospectus, the
Pooling and Servicing Agreement, 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 Pooling and Servicing Agreement has been duly authorized by
the Board of Directors of the Company and the Board of Directors of CFSC and
duly executed and delivered by the Company, CFSC and the Trustee and constitutes
the valid and binding obligation of the Company and CFSC.
2. The Certificates have been duly executed and delivered in
accordance with the terms of the Pooling and Servicing Agreement and are legally
and validly issued, and the holders of such Certificates are entitled to the
benefits of the Pooling and Servicing Agreement.
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
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
August 11, 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 Supplement comprising part of the Registration
Statement.
Dated: August 11, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
