Exhibit 8.1

                                DEWEY BALLANTINE
                           1301 Avenue of the Americas
                            New York, New York 10019

                                                               November 21, 1996

To the Addressees Listed on
the Attached Annex A


                 Re: Access Financial Mortgage Loan Trust 1996-4

Ladies and Gentlemen:

     We have acted as special tax counsel in  connection  with the  issuance and
delivery of certain mortgage loan pass- through certificates  denominated Access
Financial  Mortgage Loan Trust 1996-4 (the "Trust")  Mortgage Loan  Pass-Through
Certificates, Series 1996-4, Class A, Class B, and Class R (the "Certificates"),
pursuant to a Pooling and Servicing  Agreement dated as of November 1, 1996 (the
"Pooling and Servicing  Agreement")  among Access  Financial  Lending Corp.,  as
seller (the "Seller") and master servicer,  Access Financial  Receivables Corp.,
as transferor (the "Transferor"),  and The Chase Manhattan Bank, as trustee (the
"Trustee").

     As special  tax  counsel,  we have  examined  such  documents  as we deemed
appropriate  for the  purposes  of  rendering  the  opinions  set  forth  below,
including the following: (a) Prospectus, dated November 7, 1996, as supplemented
by the Prospectus  Supplement,  dated  November 18, 1996, (b) the  Sub-Servicing
Agreement  dated as of November 1, 1996 among the Seller,  the Trustee,  and LSI
Financial Group, and (c) an executed copy of the Pooling and Servicing Agreement
and the exhibits attached thereto.

     Terms capitalized  herein and not otherwise defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.

     Based upon the foregoing and upon the  assumptions  set forth below, we are
of the opinion, under the laws of the United States, New York State and New York
City in effect as of the date hereof, that:



          1. Under  current  law and  assuming  compliance  with the Pooling and
Servicing Agreement,  (a) each of the Lower- Tier REMIC and the Upper-Tier REMIC
will constitute a REMIC under the Internal Revenue Code of 1986, as amended (the
"Code"), (b) Class A and Class B constitute "regular interests," and the Class R
Certificates  will  constitute the sole "residual  interest," in the Upper- Tier
REMIC and (c) the Trust  will not be  subject to New York State or New York City
income or franchise tax.

          2.  Neither  the  legal  entity  which  constitutes  the Trust nor any
subtrust of the Trust will be an association taxable as a corporation.

          3. As a consequence of the  qualification of the Trust as REMICs,  the
Class  A  Certificates  and the  Class B  Certificates  (the  "Regular  Interest
Certificates")  will be treated as "regular.  . .  interest(s) in a REMIC" under
Section 7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c)
of the Code,  provided  that if less than 95 percent  of the assets  held by the
Trust during any calendar  year are  comprised  of assets  qualifying  under the
above cited Sections of the Code, the Regular Interest Certificates will qualify
under each of these  Sections of the Code only in the same  proportion  that the
assets in the Trust consist of qualifying assets under each of such Sections. In
addition, as a consequence of the qualification of the Trust as REMICs, interest
on the Regular Interest Certificates will be treated as "interest on obligations
secured by mortgages on real  property"  under Section 856(c) of the Code to the
extent that such  Regular  Interest  Certificates  are  treated as "real  estate
assets" under Section 856(c) of the Code, and the Regular Interest  Certificates
will qualify as "evidence of indebtedness" under Section 582(c)(1) of the Code.

          4. Neither the Trust nor any  subtrust of the Trust will  constitute a
"taxable mortgage pool" within the meaning of Section 7701(i) of the Code.


                                       2


     This opinion is for the benefit of the  addressees  hereof only, and it may
not be relied on by any other party or quoted  without  our  express  consent in
writing.


                                                     Very truly yours,

                                                     DEWEY BALLANTINE


                                       3


                                     ANNEX A

Access Financial Lending Corp.
400 Highway 169 South
Suite 400
St. Louis Park, MN 55426-0365

Access Financial Receivables Corp.
400 Highway 169 South
Suite 410
St. Louis Park, MN 55426-0365

Prudential Securities Incorporated
One New York Plaza, 15th Floor
New York, New York 10292-2015

J.P. Morgan Securities Inc.
60 Wall Street, 18th Floor
New York, New York 10260-0060

LSI Financial Group
415 North McKinley
Suite 1250
Little Rock, Arkansas 72205

The Chase Manhattan Bank
450 West 33rd Street, 10th Floor
New York, NY  10001

Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022

Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007

Standard & Poor's Rating Group,
a division of The McGraw Hill Companies
25 Broadway
New York, New York 10004