EXHIBIT 8.1
August 30, 2000
Bear Stearns Asset Backed Securities, Inc.
245 Park Avenue
New York, New York 10167
Re: Bear Stearns Asset Backed Securities, Inc.
Registration Statement No. 333-43278 on Form S-3
Ladies and Gentlemen:
We have acted as special tax counsel for Bear Stearns Asset Backed
Securities, Inc., a Delaware corporation (the "Company"), in connection with
the preparation of the registration statement on Form S-3 (the "Registration
Statement") relating to the Securities (defined below) and with the
authorization and issuance from time to time in one or more series (each, a
"Series") of up to $5,000,000,000 aggregate principal amount of asset-backed
securities (the "Securities"). The Registration Statement is being filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. As set forth in the Registration Statement, each Series of Securities
will be issued under and pursuant to the conditions of a separate pooling and
servicing agreement, master pooling and servicing agreement, pooling
agreement, trust agreement or indenture (each an "Agreement") among the
Company, a trustee (the "Trustee") and, where applicable, a servicer (the
"Servicer"), each to be identified in the prospectus supplement for such
Series of Securities.
We have examined the prospectus and forms of prospectus supplement
related thereto contained in the Registration Statement (each, a "Prospectus")
and such other documents, records and instruments as we have deemed necessary
for the purposes of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the
part of the Company, the Trustee, the Servicer (where applicable) and any
other party thereto for such Series of Securities and will be duly executed
and delivered by the Company, the Trustee, the Servicer and any other party
thereto substantially in the applicable form incorporated by reference as an
exhibit to the Registration Statement, that each Series of Securities will be
duly executed and delivered in substantially the forms set forth in the
related Agreement incorporated by reference as an exhibit to the Registration
Statement, and that Securities will be sold as described in the Registration
Statement.
As special tax counsel to the Company, we have advised the Company
with respect to certain material federal income tax aspects of the proposed
issuance of each Series of Securities pursuant to the related Agreement. Such
advice has formed the basis for the description of selected federal income tax
consequences for holders of such Securities that appear under the heading
"Certain Federal Income Tax Considerations" in each Prospectus forming a part
of the Registration Statement. Such description does not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Securities, but with respect to those federal income tax consequences
described therein, such description is accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Registration Statement and in the other documents reviewed by us. Our opinion
as to the matters set forth herein could change with respect to a particular
Series of Securities as a result of changes in facts or circumstances, changes
in the terms of the documents reviewed by us, or changes in the law subsequent
to the date hereof. Because the Prospectuses contemplate Series of Securities
with numerous different characteristics, you should be aware that the
particular characteristics of each Series of Securities must be considered in
determining the applicability of this opinion to a particular Series of
Securities.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Certain Federal Income Tax Considerations" in each Prospectus forming a part
of the Registration Statement, without admitting that we are "experts" within
the meaning of the 1933 Act or the Rules and Regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/S/ Brown & Wood LLP
