October 8, 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.

   
              It  is  our  opinion  that,  subject  to the limitations expressed
therein,  the  discussion  of certain federal income tax matters set forth under
the heading "Federal Income Tax Considerations" within the prospectus accurately
sets  forth  (i)  the  federal  tax characterization of the Securities, (ii) the
federal  income  tax  treatment of the issuance of the Securities, and (iii) the
material  tax  consequences  to  the  securityholders  of  owning (including the
purchase and sale of) the 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