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EXHIBIT 8.1
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: Federal Income Tax Consequences of Manufactured
Housing Contract Pass-Through Certificates
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") between the Company
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.
You have requested our opinion with respect to certain federal income tax
consequences of the purchase, ownership and disposition of the Certificates. For
purposes of rendering our opinion we have examined the Registration Statement,
the Prospectus and the Pooling and Servicing Agreement.
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Conseco Finance Corp.
Conseco Finance Securitizations Corp.
December 28, 2000
Page 2
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 Pooling and
Servicing Agreement and the assumptions that the Company and the Trustee will at
all times comply with the requirements of the Pooling and Servicing Agreement,
including, without limitation, the requirement that proper elections to be taxed
as two separate real estate mortgage investment conduits ("REMICs") under the
Internal Revenue Code of 1986, as amended (the "Code") are made in accordance
with the Pooling and Servicing Agreement and the Code and that the Certificates
will be issued as described in the Prospectus.
Based upon the foregoing, as of the date hereof it is our opinion that the
Trust created pursuant to the Pooling and Servicing Agreement will qualify as
two separate REMICs under the Code and under the REMIC Regulations, and that the
Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-
4 Certificates, Class A-5 Certificates, Class A-6 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class B-1, Class B-2 and Class B-3I
Certificates will evidence ownership of the "regular interests" in the Master
REMIC, the Uncertificated Subsidiary Interests will evidence ownership of the
"regular interests" in the Subsidiary REMIC, and the Class C Subsidiary
Certificates and the Class C Master Certificates will evidence ownership of the
single class of "residual interests" in each of the Subsidiary REMIC and the
Master REMIC, respectively.
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 "Federal Income Tax
Consequences" in the Prospectus Supplement and 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: December 28, 2000
Very truly yours,
/s/ Charles F. Sawyer
CFS
