<PAGE>
EXHIBIT 8.1
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, NY 10038-4982
June 27, 2000
Aames Capital Corporation
350 South Grand Avenue, 52nd Floor
Los Angeles, California 90071
Re: Aames Capital Corporation
Registration Statement on Form S-3
(No. 333-64903
--------------
Ladies and Gentlemen:
We have acted as counsel for Aames Capital Corporation ("ACC") in connection
with the issuance of $456,233,200 aggregate principal amount of Mortgage
Pass-Through Certificates, Series 2000-1 (the "Certificates"). A Registration
Statement on Form S-3 relating to the Certificates (No. 333-64903) (the
"Registration Statement") has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and was declared effective on June 8, 1998. As set forth in the Prospectus dated
September 7, 2000 (the "Prospectus") and the Prospectus Supplement dated
September 7, 2000 (the "Prospectus Supplement"), the Certificates will be issued
by a trust established by ACC pursuant to the provisions of a Pooling and
Servicing Agreement dated as of September 1, 2000 (the "Pooling and Servicing
Agreement"), between ACC, as seller, Countrywide Home Loans, Inc., as servicer,
and Bankers Trust Company of California, N.A., as trustee.
We have examined a form of the Pooling and Servicing Agreement, a form of the
Certificates, and a form of the Prospectus and Prospectus Supplement. We also
have examined such other documents, papers, statutes and authorities as we have
deemed necessary to form the basis for the opinions hereinafter expressed. In
our examination of such material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of copies of documents submitted to us.
<PAGE>
On the basis of the foregoing, we are of the opinion that the information in the
Prospectus Supplement under the caption "Federal Income Tax Considerations," and
in the Prospectus under the caption "Federal Income Tax Considerations," to the
extent that it constitutes matters of law or legal conclusions, is correct in
all material respects.
This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury regulations promulgated thereunder, and judicial
and administrative interpretations thereof.
Except as provided below, this opinion is solely for the benefit of the
addressee hereof and may not be relied upon in any manner by any other person or
entity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus Supplement,
and to the filing of this opinion as an exhibit to an application made by or on
behalf of ACC or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
