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December 21, 2000
The Addressees Listed
on Schedule I Hereto
Re: ABFS Mortgage Loan Trust 2000-4,
Mortgage Backed Notes, Series 2000-4;
Tax Opinion
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Ladies and Gentlemen:
We have acted as special tax counsel in connection with the issuance and
delivery of (x) certain mortgage backed notes denominated as ABFS Mortgage Loan
Trust 2000-4, Mortgage- Backed Notes, Series 2000-4, Class A (the "Notes"),
pursuant to an Indenture, dated as of December 1, 2000 (the "Indenture"), by and
between ABFS Mortgage Loan Trust 2000-4 (the "Trust") and The Chase Manhattan
Bank, as indenture trustee (the "IndentureTrustee"), and (y) a single class of
trust certificates (the "Trust Certificates"), pursuant to a Trust Agreement,
dated as of December 1, 2000 (the "Trust Agreement"), by and among First Union
Trust Company, National Association, as owner trustee (the "Owner Trustee"),
Bear Stearns Asset Backed Securities, Inc., and ABFS 2000-4, Inc., as
unaffiliated seller (the "Unaffiliated Seller").
The Notes will be secured by a pledge of the assets of the Trust. The
assets of the Trust (the "Trust Estate") will consist primarily of a pool of
fixed-rate, closed-end, monthly-pay, business and consumer purpose home equity
loans secured by first- or second-lien mortgages or deeds of trust on
residential or commercial real properties (the "Mortgage Loans"). The Trust
Certificates evidence the entire beneficial ownership interest in the Trust.
As special tax counsel, we have examined such documents as we deemed
appropriate for the purposes of rendering the opinion set forth below, including
the following: (a) a Prospectus, dated December 6, 2000, and a Prospectus
Supplement, dated December 6, 2000 (together the "Prospectus"), with respect to
the Notes, (b) an executed copy of the Indenture and the exhibits attached
thereto, and (c) an executed copy of the Trust Agreement and the exhibits
attached thereto. Terms capitalized herein and not otherwise defined herein
shall have their respective meanings as set forth in Appendix I to the
Indenture.
In rendering this opinion, we do not express any opinion concerning any
law other than the Federal tax law of the United States. In addition, we do not
express any opinion on any issue not expressly addressed below. In rendering
this opinion, we have relied on the Code, Treasury regulations issued
thereunder, as well as various judicial and administrative precedents, all of
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To the Addressees Listed
on Schedule I Hereto
December 21, 2000
Page 2
which are subject to change and any such change can be retroactively effective.
We undertake no obligation to update this opinion in the event of any such
changes.
Based upon and subject to the foregoing, we are of the opinion that for
Federal income tax purposes:
1. The statements under the captions "Certain Federal Income Tax
Considerations" in the Prospectus, to the extent that they constitute
matters of federal law, provide a fair and accurate summary of such law or
conclusions.
2. The Notes will be treated as indebtedness.
3. The Trust will not be classified as an association or as a
publicly traded partnership taxable as a corporation or as a taxable
mortgage pool within the meaning of Section 7701(i) of the Code.
This opinion is rendered as of the Closing Date, at the request of the
addressees hereof, for the sole benefit of each addressee, and no other person
or entity is entitled to rely hereon without our prior written consent. Copies
of this opinion may not be furnished to any other person or entity, nor may any
portion of this opinion be quoted, circulated or referred to in any other
document, without our prior written consent.
Very truly yours,
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SCHEDULE I
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<S> <C>
Ambac Assurance Corporation Bear, Stearns & Co. Inc.
One State Street Plaza 245 Park Avenue
New York, New York 10004 New York, New York 10167
American Business Credit, Inc. Bear Stearns Asset Backed Securities, Inc.
BalaPointe Office Centre 245 Park Avenue
111 Presidential Boulevard, Suite 127 New York, New York 10167
Bala Cynwyd, PA 19004
Standard & Poor's Ratings Services Moody's Investors Service, Inc.
55 Water Street 99 Church Street
New York, New York 10041 New York, New York 10007
ABFS Mortgage LoanTrust 2000-4 The Chase Manhattan Bank,
c/o First Union Trust Company, National as Indenture Trustee and Collateral Agent
Association, as Owner Trustee Capital Markets Fiduciary Services
One Rodney Square Structured Finance Services
920 King Street, Suite 102 450 West 33rd Street, 15th Floor
Wilmington, Delaware 19801 New York, New York 10001-2697
Morgan Stanley & Co. Incorporated First Union Trust Company National
1585 Broadway Association, as Owner Trustee
New York, New York 10036 One Rodney Square
920 King Street, Suite 102
Wilmington, Delaware 19801
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