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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 5.1
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: Registration Statement on Form S-3
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 10, 2000 (the
"Registration Statement"), relating to the registration by the Company of
$3,000,000,000 of Manufactured Housing Contract Pass- Through Certificates (the
"Certificates"). The Certificates will be issued from time to time in series
under separate Pooling and Servicing Agreements, each in substantially the form
incorporated as an exhibit to the Registration Statement (each such agreement, a
"Pooling and Servicing Agreement"), among CFSC, as seller, the Company, as
originator and servicer, and a bank or trust company, as trustee (the
"Trustee"). The Company may provide a Limited Guarantee (the "Limited
Guarantee") with respect to one or more classes of any series of Certificates.
We have examined the Registration Statement and such other
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. Each Pooling and Servicing Agreement, when it 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,
will constitute the valid and binding obligation of the Company and CFSC and the
Limited Guarantee of the Company, if any, provided for therein will constitute
the valid and binding obligation of the Company.
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Conseco Finance. Corp
Conseco Securitizations Corp.
October 10, 2000
Page 2
2. Each series of Certificates, when duly executed and
delivered in accordance with the terms of the Pooling and Servicing Agreement
relating to that series, will be legally and validly issued, and the holders of
such Certificates will be entitled to the benefits of that Pooling and Servicing
Agreement.
The opinions set forth above are subject to the following
qualifications and exceptions:
(a) In rendering the opinions set forth above, we have assumed
that, at the time of the execution of the applicable Pooling and
Servicing Agreement and the execution and delivery of the related series
of Certificates, there will not have occurred any change in the law
affecting the authorization, execution, delivery, validity or
enforceability of the Certificates or any Limited Guarantee, the
Registration Statement will have been declared effective by the
Commission and will continue to be effective, the Certificates and the
Limited Guarantee will be issued and sold as described in the
Registration Statement, none of the particular terms of a series of
Certificates will violate any applicable law and neither the issuance
and sale thereof nor the compliance by the Company with the terms
thereof will result in a violation of any agreement or instrument then
binding upon the Company or any order of any court or governmental body
having jurisdiction over the Company.
(b) Our opinion in paragraph 1 above is subject to the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or
other similar law of general application affecting creditors' rights.
(c) Our opinion in paragraph 1 above is 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).
(d) Minnesota Statutes ss. 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 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.
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Conseco Finance. Corp
Conseco Securitizations Corp.
October 10, 2000
Page 3
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: October 10, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
