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EXHIBIT 8.1
June 9, 2000
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Fitch IBCA, Inc.
One State Street Plaza
New York, New York 10004
Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
U.S. Bank Trust National Association
180 East Fifth Street
Saint Paul, Minnesota 55101
Re: Conseco Finance Corp./Conseco Finance Securitizations Corp.
Certificates for Home Equity Loans, Series 2000-C
Gentlemen:
We have acted as counsel for Conseco Finance Corp. ("Conseco") and
Conseco Finance Securitizations Corp. ("CFSC") in connection with their
execution of (a) a Pooling and Servicing Agreement, dated as of June 1, 2000
(the "Pooling and Servicing Agreement"), among Conseco, CFSC and U.S. Bank Trust
National Association, as Trustee (the "Trustee"), and CFSC's establishment,
pursuant thereto, of Conseco Finance Home Equity Loan Trust 2000-C (the "Trust")
and (b) a Transfer Agreement, dated as of June 1, 2000, between Conseco and
CFSC. All undefined capitalized terms used in this opinion have the meanings
given them in the Pooling and Servicing Agreement.
Pursuant to the Pooling and Servicing Agreement, CFSC will transfer to
the Trust the Loans and certain related property and Conseco will act as
Servicer of the Loans.
Conseco and CFSC have requested that we provide to you our opinion
whether the Trust (excluding the Pre-Funding Account, the Capitalized Interest
Account and the Available Funds Cap Carryover Reserve Account) will be treated
as a real estate mortgage investment conduit ("REMIC") under the Internal
Revenue Code of 1986, as amended through the date hereof (the "Code"), under
certain Treasury Regulations concerning REMICs promulgated by the Treasury
Department on December 23, 1992 (the "REMIC Regulations"), and under Minnesota
law.
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Lehman Brothers Inc.
Fitch IBCA, Inc.
Standard & Poor's Ratings Services
Moody's Investors Service, Inc.
U.S. Bank Trust National Association
June 9, 2000
Page 2
In rendering our opinion, we have examined the Pooling and Servicing
Agreement and such additional related documents, and we have reviewed such
questions of law, as we have considered necessary and appropriate for the
purposes of the opinion expressed herein.
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, and
is also based on the representations and warranties set forth in the Pooling and
Servicing Agreement and the assumptions that CFSC 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 REMIC is made for the Trust in accordance with the Pooling and
Servicing Agreement and the Code, and that the certificates representing
interests in the Trust will be issued as described in the Prospectus Supplement
relating to the Certificates.
Based upon the foregoing, as of the date hereof it is our opinion that:
1. The Trust created pursuant to the Pooling and Servicing Agreement
(excluding the Pre-Funding Account, the Capitalized Interest Account and the
Available Funds Cap Carryover Reserve Account) will qualify as a REMIC under the
Code and under the REMIC Regulations. The Certificates will evidence ownership
of the "regular interests" in the REMIC. The Class C Certificate will evidence
ownership of the single class of "residual interests" in the REMIC.
2. For Minnesota income and franchise tax purposes, the Trust
(excluding the Pre- Funding Account, the Capitalized Interest Account and the
Available Funds Cap Carryover Reserve Account) will not be subject to tax and
the income of the Trust will be taxable to the holders of interests therein, all
in accordance with the provisions of the Code concerning REMICs as amended
through December 31, 1999.
3. Ownership of a Certificate will not be a factor in determining
whether the owner is subject to Minnesota income or franchise taxes. Therefore,
if the owner of a Certificate is not otherwise subject to Minnesota income or
franchise taxes in the State of Minnesota, such owner will not become subject to
such Minnesota taxes solely by virtue of owning a Certificate.
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Lehman Brothers Inc.
Fitch IBCA, Inc.
Standard & Poor's Ratings Services
Moody's Investors Service, Inc.
U.S. Bank Trust National Association
June 9, 2000
Page 3
We express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States of America and the laws of the State of
Minnesota. This opinion is being delivered to you at the request of Conseco and
CFSC only for your use. It may not be circulated or republished to or relied
upon by any other person without our prior written consent.
Very truly yours,
/s/ Briggs & Morgan PA
