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EXHIBIT 5.1
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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: Registration Statement on Form S-3
File No. 333-92315 and 333-92315-01
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 (the "Seller"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (File No. 333-92315 and 333-92315-01) (the "Registration
Statement") under the Securities Act of 1933, as amended, relating to an
aggregate of $5,000,000,000 of Manufactured Housing Contract Pass-Through
Certificates (the "Certificates") to be issued from time to time in series under
separate Pooling and Servicing Agreements, and the preparation of a Prospectus
Supplement dated December 15, 2000 and the related Prospectus dated December 15,
2000 (together, the "Prospectus") relating to the offer and sale by the Company
of $425,250,000 (approximate) aggregate principal amount of Manufactured Housing
Contract Senior/Subordinate Pass-Through Certificates, Series 2000-6 (the
"Certificates"), to be issued under a Pooling and Servicing Agreement, dated as
of December 1, 2000 (the "Pooling and Servicing Agreement") among the Company,
the Seller and U.S. Bank National Association, as Trustee (the "Trustee").
Capitalized terms used herein and not defined have the meanings assigned thereto
in the Pooling and Servicing Agreement.
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
December 28, 2000
Page 2
We have examined the Registration Statement, the Prospectus, the Pooling
and Servicing Agreement, and such other related 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. The Pooling and Servicing Agreement has been duly authorized by the
Board of Directors of the Company and the Board of Directors of the Seller and
duly executed and delivered by the Company, the Seller and the Trustee and
constitutes the valid and binding obligation of the Company and the Seller.
2. The Certificates have been duly executed and delivered in accordance
with the terms of the Pooling and Servicing Agreement and are legally and
validly issued, and the holders of such Certificates are entitled to the
benefits of the Pooling and Servicing Agreement.
The opinions set forth above are subject to the following qualifications
and exceptions:
(a) Our opinions above are subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar law of
general application affecting creditors' rights.
(b) Our opinions 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).
(c) Minnesota Statutes (S) 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.
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
December 28, 2000
Page 3
Our opinions expressed above are limited to the laws of the State of
Minnesota and the Delaware General Corporation Law.
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 Supplement comprising part of the Registration
Statement.
Dated: December 28, 2000
Very truly yours,
/s/ Charles F. Sawyer
CFS
