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