EXHIBIT 8.1
[Hunton & Williams' Letterhead]
September 28, 2000
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive, Suite 850
Las Vegas, Nevada 89109
Credit Suisse First Boston Corporation
11 Madison Avenue
New York, New York 10010
Oakwood Mortgage Investors, Inc.
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Senior/Subordinated Pass-Through Certificates
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Series 2000-C
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Ladies and Gentlemen:
We have acted as tax counsel for Oakwood Mortgage Investors,
Inc., a Nevada corporation ("OMI"), in connection with the formation of the OMI
Trust 2000-C (the "Trust") and the issuance of $258,600,000 initial principal
balance of Senior/Subordinated Pass-Through Certificates (the "Certificates"),
which represent beneficial ownership interests in the Trust and consist of the
Class A-1, Class M-1, Class M-2, Class B-1, Class B-2, Class X, and Class R
Certificates. The Certificates represent the entire beneficial ownership
interest in the Trust and are being issued pursuant to a Pooling and Servicing
Agreement, dated as of September 1, 2000, among OMI, Oakwood Acceptance
Corporation, a North Carolina corporation ("OAC"), and Wells Fargo Bank
Minnesota, National Association, as trustee (the "Trustee"), which incorporates
by reference the Standard Terms to Pooling and Servicing Agreement, May 1999
Edition (together, the "Pooling and Servicing Agreement"). Any capitalized term
used and not defined herein shall have the meaning assigned to it in the Pooling
and Servicing Agreement.
The assets of the Trust consist primarily of the Contracts,
the Mortgage Loans, and certain other accounts. The Contracts and the Mortgage
Loans were, or as of each Subsequent Transfer Date, will be, acquired by OMI
from Oakwood Capital Corp. ("OCC") pursuant to a sales agreement between OMI and
OCC dated as of September 1, 2000 (the "Sales Agreement"). Pursuant to the
Pooling and Servicing Agreement, elections will be made for two identified
groups of the assets of the Trust to be treated as separate real estate mortgage
investment conduits ("REMICs") for federal income tax purposes. One such group
of assets (the "Pooling Assets") consists principally of the Contracts, the
Mortgage Loans, and the Distribution Account. The other such group of assets
(the "Issuing Assets") consists of the five Subaccounts.
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Oakwood Mortgage Investors, Inc.
Credit Suisse First Boston Corporation
September 28, 2000
Page 2
We have reviewed the originals or copies of (i) OMI's
registration statement on Form S-3 (No. 333-72621) (the "Registration
Statement"); (ii) the Articles of Incorporation, by-laws, and other corporate
documents of OMI; (iii) the prospectus supplement for the Class A-1, Class M-1
and Class B-1 Certificates (the "Offered Certificates") dated September 26,
2000, together with the base prospectus dated September 26, 2000 (collectively,
the "Prospectus"); (iv) the Pooling and Servicing Agreement; (v) the Sales
Agreement; and (vi) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the statements and legal conclusions
contained in the Prospectus under the caption "Federal Income Tax Consequences"
and in the Prospectus Supplement under the caption "Summary of Terms - Federal
Income Tax Consequences" are correct in all material respects, and the
discussion thereunder fairly summarizes the federal income tax considerations
that are likely to be material to investors in the Offered Certificates. Also
based on the foregoing and subject to the qualifications stated herein, we are
of the opinion that if (i) OMI, OAC, OCC, the Trustee, and the other parties to
the issuance transaction comply (without waiver) with all of the provisions of
the Pooling and Servicing Agreement and the other documents prepared and
executed in connection with such transaction, (ii) the Certificates are issued
as described in the Prospectus, and (iii) elections properly are made and filed
for each of the Pooling Assets and the Issuing Assets to be treated as a
separate REMIC pursuant to Section 860D of the Code, the Pooling Assets and the
Issuing Assets will qualify as separate REMICs (the "Pooling REMIC" and the
"Issuing REMIC," respectively), the Subaccounts will be considered the "regular
interests" in the Pooling REMIC, the Class A-1, Class M-1, Class M-2, Class B-1,
Class B-2 and Class X Certificates will be considered the "regular interests" in
the Issuing REMIC, and the Class R Certificates will represent the "residual
interest" in each of the Pooling REMIC and the Issuing REMIC on the date of
issuance thereof and thereafter, assuming continuing compliance with the REMIC
Provisions.
You should be aware that the above opinions represent our
conclusions as to the application of existing law to the transaction described
above. There can be no assurance that contrary positions will not be taken by
the Internal Revenue Service or that the law will not change.
North Carolina may have jurisdiction to tax the Pooling REMIC
and the Issuing REMIC at the entity level. North Carolina generally conforms its
income tax laws to the federal income tax laws with certain special provisions
and exceptions. We are of the opinion that neither the Pooling REMIC nor the
Issuing REMIC will be subject to North Carolina income tax except to the extent
that it is subject to federal income tax (e.g., in the case of a prohibited
transaction). We also are of the opinion that neither the Pooling REMIC nor the
Issuing REMIC will be subject to North Carolina franchise tax, but the Secretary
of Revenue may require that each such REMIC register to maintain such exemption.
We assume that any required
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Oakwood Mortgage Investors, Inc.
Credit Suisse First Boston Corporation
September 28, 2000
Page 3
registrations will be properly made if and when requested by the Secretary of
Revenue. Furthermore, we are of the opinion that neither the Pooling REMIC nor
the Issuing REMIC will be subject to any other North Carolina taxes, except for
taxes such as sales and use taxes, property (ad valorem) taxes and transfer
(real estate conveyance) taxes that may apply to the acquisition, holding, use,
sale or other disposition of real or personal (including certain intangible)
property by such REMICs. These opinions are based on our interpretation of
existing law, but there can be no assurance that such law will not be modified
or that a contrary position will not be taken by the North Carolina Department
of Revenue.
No opinion has been sought and none has been given concerning
(i) the tax consequences of the transaction under the laws of any state other
than North Carolina or (ii) the tax consequences of the acquisition, ownership,
or disposition of the Certificates under federal law or the laws of any state.
We hereby consent to the filing of this opinion under cover of
Form 8-K to be incorporated by reference as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
