Exhibit 8.1
[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
December 18, 2000
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Ladies and Gentlemen:
We have advised Residential Asset Securities Corporation (the "Registrant") with
respect to certain federal income tax aspects of the issuance by the Registrant
of its Mortgage Asset-Backed and Manufactured Housing Contract Pass-Through
Certificates, issuable in series (the "Certificates"). Such advice conforms to
the description of selected federal income tax consequences to holders of the
Certificates that appears under the heading "Material Federal Income Tax
Consequences" in the prospectus (the "Prospectus") forming a part of the
Registration Statement on Form S-3 as prepared for filing by the Registrant with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), on December 18, 2000 (the "Registration Statement"). Such
description does not purport to discuss all possible income tax ramifications of
the proposed issuance, but with respect to those tax consequences which are
discussed, in our opinion the description is accurate in all material respects.
To the extent that such description explicitly states our opinion, we hereby
confirm and adopt such opinion herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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