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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, MN 55102-1639
Conseco Finance Securitizations Corp.
1100 Landmark Towers
345 St. Peter Street
St. Paul, MN 55102-1639
Re: Federal Income Tax Consequences of Loan-Backed Notes and Certificates
for Home Improvement and Home Equity Loans
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 ("CFSC"), in connection with the preparation of a Registration
Statement on Form S-3 filed by the Company and CFSC with the Securities and
Exchange Commission (the "Commission") on October 18, 2000 (the "Registration
Statement") relating to the registration, by the Company of $3,000,000,000 of
Loan-Backed Notes and Certificates for Home Improvement Contracts and Home
Equity Loans (the "Securities"), to be issued from time to time in series by
Trusts to be formed by CFSC from time to time:
(i) with respect to Certificates issued by a Trust characterized for
federal income tax purposes as a real estate mortgage investment conduit
("REMIC"), under a separate Pooling and Servicing Agreement in
substantially the form filed (or incorporated by reference) as Exhibit 4.1
to the Registration Statement (each such agreement, a "Pooling and
Servicing Agreement"), among CFSC, as seller, the Company, as originator
and servicer and (with respect to some series) guarantor, and a bank or
trust company, as trustee (the "Trustee"); or
(ii) with respect to Certificates issued by a Trust characterized for
tax purposes as a grantor trust, under a separate Pooling and Servicing
Agreement in substantially the form filed (or incorporated by reference) as
Exhibit 4.5 to the Registration Statement, among CFSC, as seller, the
Company, as originator, guarantor and servicer, and a bank or trust
company, as Trustee; or
(iii) with respect to Securities issued by a Trust characterized as an
owner trust treated as a partnership for tax purposes, under a combination
of (a) a separate Trust Agreement in substantially the form filed (or
incorporated by reference) as Exhibit 4.3 to the Registration Statement
(each such Agreement, a "Trust Agreement"), (b) a separate Sale and
Servicing Agreement in substantially the form filed (or incorporated by
reference) as Exhibit 4.2 to the Registration Statement (each such
Agreement, a "Sale and Servicing Agreement"), and, if such Trust issues
Notes, a separate Indenture in substantially the form filed
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
October 19, 2000
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(or incorporated by reference) as Exhibit 4.4 to the Registration Statement
(each such Indenture, an "Indenture").
The Securities are described in the prospectus constituting Part I of the
Registration Statement (the "Prospectus"). Each series of Securities 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 Securities. For
purposes of rendering our opinion we have examined the Registration Statement.
Each Supplement and Pooling and Servicing Agreement or Trust 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 Pooling and
Servicing Agreement, Trust Agreement or Indenture relating to any specific
series to be issued, and our opinion does not address the contents of any such
Supplement, Pooling and Servicing Agreement or Trust 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 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 Securities will be issued by either a grantor trust ("Grantor Trust"), a real
estate mortgage investment conduit ("REMIC"), or an owner trust treated as a
partnership ("Owner Trust"). Each series' status as a Grantor Trust, a REMIC, or
an Owner Trust under the Internal Revenue Code of 1986, as amended (the "Code")
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. Our opinion is also
based on the representations and warranties set forth in the applicable Pooling
and Servicing Agreement or Trust Agreement and the assumptions that the Company
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 Pooling and Servicing 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 the 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 Securities, each pool
of home improvement contracts and home equity loans and the arrangement to
be administered by the Company under which the Trustee will hold and the
Company will be obligated to service the home improvement contracts and
home equity loans 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 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. Each holder of a Certificate will be treated as
the owner of an undivided interest in the contracts and other property of
the Trust.
(2) With respect to each Grantor Trust series of Certificates, under
Section 671 of the Code, each holder of a Security 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 home improvement
contracts and home equity loans in which such Certificate evidences an
ownership interest and will be considered the equitable owner of a
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
October 19, 2000
Page 3
pro rata undivided interest in each of the home improvement contracts and
home equity loans comprising that pool.
(3) With respect to each REMIC series of Securities, those assets
constituting the trust fund created pursuant to the related Pooling and
Servicing Agreement and designated as comprising the "real estate mortgage
investment conduit" thereunder will qualify as a REMIC under the Code.
(4) With respect to each Owner Trust series of Certificates, each pool
of home improvement contracts and home equity loans and the arrangement to
be administered by the Company under which the Trustee will hold and the
Company will be obligated to service the contracts and loans and pursuant
to which Certificates will be issued to certificateholders, all as
described in the Prospectus, will not be characterized as an association or
a publicly-traded partnership taxable as a corporation or a "taxable
mortgage pool" within the meaning of Section 7701(i) of the Code. As a
result, the Trust itself will not be subject to federal income tax but,
instead, each holder of a Certificate will be required to take into account
its distributive share of items of income and deduction of the Trust as
though such items had been realized directly by such holder. If such Trust
issues Notes pursuant to an Indenture as described in the Prospectus, the
Notes will be classified as debt for federal income tax purposes.
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 19, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
