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DORSEY & WHITNEY LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
Telephone: (612) 340-2600
Fax: (612) 340-8738
EXHIBIT 8.1
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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: Conseco Finance Corp.,
Conseco Finance Securitizations Corp. and
Conseco Finance Home Improvement Loan Trust 2000-E
Ladies and Gentlemen:
We have acted as counsel for Conseco Finance Corp., a Delaware
corporation ("Conseco Finance") and Conseco Finance Securitizations Corp., a
Minnesota corporation ("Conseco Securitizations") in connection with the
establishment by Conseco Securitizations of Conseco Finance Home Improvement
Loan Trust 2000-E (the "Trust"), pursuant to a Pooling and Servicing Agreement,
dated as of September 1, 2000 (the "PSA"), between Conseco Securitizations and
U.S. Bank Trust National Association as Trustee (the "Trustee"). The Trust will
issue $300,000,000 (approximate) aggregate principal amount of Loan-Backed
Certificates (the "Certificates") pursuant to the PSA. The issuance of the
Certificates is also described in two registration statements on Form SB3 (File
No. 333-85119 and 333-85199-01; 333-92313 and 333-92313-01) (together, the
"Registration Statement"), and in the related Prospectus Supplement dated
September 22, 2000 (the "Prospectus Supplement") and Prospectus dated September
22, 2000 (the "Base Prospectus") (together, the "Prospectus").
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Conseco Finance Corp.
Conseco Finance Securitization Corp.
September 28, 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 a
proper election to be taxed as a real estate mortgage investment conduit
("REMIC") under the Internal Revenue Code of 1986, as amended (the "Code") is
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 a REMIC under the Code and under the REMIC Regulations, and that the Class A
Certificates, Class M Certificates and Class B Certificates will evidence
ownership of the "regular interests" and the Class C Certificate will evidence
ownership of the single class of "residual interests"in such a REMIC.
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: September 28, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
