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Exhibit 8.1
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August 24, 1999
To the Addressees Listed
on Schedule I Hereto
Re: Advanta Mortgage Loan Trust 1999-3
Mortgage Loan Asset-Backed Certificates,
Series 1999-3
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Ladies and Gentlemen:
We have acted as special tax counsel in connection with the issuance
and delivery of certain mortgage loan asset-backed certificates denominated
Advanta Mortgage Loan Trust 1999-3, Mortgage Loan Asset-Backed Certificates,
Series 1999-3 (collectively, the "Certificates"), pursuant to a Pooling and
Servicing Agreement dated as of August 1, 1999 (the "Pooling and Servicing
Agreement") among Advanta Conduit Receivables, Inc., as sponsor ("ACRI"),
Advanta Mortgage Corp. USA, as master servicer (the "Master Servicer") and
Bankers Trust Company of California, N.A., 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 August 10, 1999 (the
"Prospectus"), a Preliminary Prospectus Supplement dated August 13, 1999 (the
"Preliminary Prospectus Supplement") and a Prospectus Supplement dated August
17, 1999 (the "Prospectus Supplement") with respect to the Class A Certificates,
and (b) 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, New
York City and California in effect as of the date hereof, that:
1. Assuming that (a) each of the Lower-Tier REMIC and the
Upper-Tier REMIC created under the Pooling and Servicing Agreement
elects, as it has covenanted to do in the Pooling and Servicing
Agreement, to be treated as a "real estate mortgage investment conduit"
("REMIC"), as such term is defined in the Internal Revenue Code of
1986, as amended (the "Code") and (b) the parties to the Pooling and
Servicing Agreement comply with the terms thereof, each of the
Lower-Tier REMIC and the Upper-Tier REMIC will be treated as REMICs.
Subject to the above, (i) the Lower-Tier REMIC Regular Interests, each
Class of Class A Certificates and the Class B Certificates issued
pursuant to the Pooling and Servicing Agreement will be treated as one
or more "regular interests" in the related REMIC and (ii) the Class R-I
Certificates and Class R-II Certificates will be treated as the sole
"residual interest" in the related REMIC.
2. The statements under the caption "Material Federal Income
Tax Consequences" in the Prospectus, and "Material Federal Income Tax
Consequences" and
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"State Taxes" in the Preliminary Prospectus Supplement and the
Prospectus Supplement are accurate and complete in all material
respects.
3. As a consequence of the qualification of the Lower-Tier
REMIC and the Upper-Tier REMIC each as a REMIC, the Class A
Certificates and the Class B 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 in the same
proportion that the assets in the Trust consist of qualifying assets
under such Sections. In addition, as a consequence of the qualification
of the Lower-Tier REMIC and the Upper-Tier REMIC each as a REMIC,
interest on the Class A Certificates and the Class B 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
Class A Certificates and the Class B Certificates are treated as "real
estate assets" under Section 856(c) of the Code.
4. The Trust will not be subject to tax upon its income or
assets by the taxing authority of New York State or New York City.
5. The Trust will not be subject to the California state
income tax. While REMICS are subject to the California state minimum
franchise tax imposed under Article 2, Section 23153 of the California
Revenue and Taxation Code, no opinion is expressed as to whether the
Trust is subject to such tax.
6. Neither the Trust nor any portion thereof, including,
without limitation, the Supplemental Interest Account, will be treated
as an association taxable as a corporation for federal income tax
purposes.
7. The acquisition, in the manner contemplated by the Pooling
and Servicing Agreement, by the Trust from time to time during the
Pre-Funding Period of the Subsequent Mortgage Loans will not cause
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC, nor will any such acquisition result in either the
Lower-Tier REMIC or the Upper-Tier REMIC engaging in a "prohibited
transaction" under Section 860F(a) of the code.
Very truly yours,
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SCHEDULE I
Advanta Mortgage Corp. USA Ambac Assurance Corporation
10790 Rancho Bernardo Road One State Street Plaza
San Diego, California 92127 New York, New York 10004
Bear, Stearns & Co. Inc. Bankers Trust Company of
as Representative of the Underwriters California, N.A., as Trustee
245 Park Avenue Three Park Plaza
New York, New York 10167 16th Floor
Irvine, California 92714
Advanta Mortgage Loan Trust 1999-3
c/o Bankers Trust Company Moody's Investors Service, Inc.
of California, N.A. 99 Church Street
Three Park Plaza, 16th Floor New York, New York 10007
Irvine, California 92614
Standard & Poor's Rating Services
55 Water Street
New York, New York 10041