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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, MN 55102-1639
Conseco Finance Securitizations Corp.
1100 Landmark Towers
345 St. Peter Street
St. Paul, MN 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 on October 18, 2000 (the "Registration Statement"), relating
to the registration by the Company of $3,000,000,000 of Certificates for Home
Improvement and Home Equity Loans (the "Certificates") and Loan-Backed Notes
(the "Notes"). The Certificates and Notes are collectively referred to herein as
the "Securities." The Securities will be issued from time to time in series,
(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 and servicer and (with respect to some series)
guarantor, 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 (or
incorporated by reference) as Exhibit 4.4 to the Registration Statement
(each such Indenture, an "Indenture").
The Company may provide a Limited Guaranty (the "Limited Guaranty") with
respect to one or more classes of any series of Securities.
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
October 19, 2000
Page 2
We have examined the Registration Statement, the forms of agreements filed
as exhibits thereto, 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 Guaranty of the Company, if any, provided for therein will constitute
the valid and binding obligation of the Company.
2. Each series of Certificates, when duly executed and delivered in
accordance with the terms of the related Pooling and Servicing Agreement or
Trust Agreement, will be legally issued, fully paid and non-assessable, and the
holders of such Certificates will be entitled to the benefits of the related
Pooling and Servicing Agreement or Trust Agreement, as the case may be.
3. Each Sale 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 Owner Trustee, will
constitute the valid and binding obligation of the Company and CFSC, and the
Limited Guaranty of the Company, if any, provided for therein will constitute
the valid and binding obligation of the Company.
4. Each Series of Notes, when duly authorized, executed and delivered in
accordance with the terms of the related Indenture, will be legally issued and
will constitute valid and binding obligations of the Trust, and the holders of
such Notes will be entitled to the benefits of the Indenture.
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 Agreements and the execution
and delivery of the related series of Securities, there will not have
occurred any change in the law affecting the authorization, execution,
delivery, validity or enforceability of the Securities or any Limited
Guaranty, the Registration Statement will have been declared effective by
the Commission and will continue to be effective, the Securities and the
Limited Guaranty will be issued and sold as described in the Registration
Statement, none of the particular terms of a series of Securities 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 opinions in paragraphs 1, 3 and 4 above are 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 paragraphs 1, 3 and 4 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).
(d) Minnesota Statutes section 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
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
October 19, 2000
Page 3
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, the Delaware General Corporation Law and Delaware Business Trust Act.
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 19, 2000
Very truly yours,
/s/ Dorsey & Whitney LLP
CFS
