September 12, 1996 Access Financial Lending Corp. 400 Highway 169 South Suite 400 St. Louis Park, Minnesota 55426-0365 Re: Access Financial Lending Corp. Asset Backed Securities Ladies and Gentlemen: We have acted as counsel to Access Financial Lending Corp. (the "Registrant") in connection with the preparation and filing of a registration statement on Form S-3 (the "Registration Statement") being filed today with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), in respect of Mortgage Loan Asset Backed Securities ("Securities") which the Registrant plans to offer in series. We hereby confirm our opinion with respect to the federal income tax characterization of the investor securities and the federal income tax treatment of the issuance of such Securities set forth under the caption "Federal Income Tax Consequences" subject to the limitations expressed therein. Moreover, it is our opinion that, subject to the limitations expressed therein, the discussion of certain federal tax matters within the prospectus is an accurate description of the material tax aspects of owning (including the purchase and sale of) Securities. We hereby consent to the filing of this letter as an Exhibit to the Registration Statement and to the reference to Dewey Ballantine in the Registration Statement and related prospectus under the heading "Federal Income Tax Considerations." Very truly yours, DEWEY BALLANTINE