November 6, 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 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 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,

                                /s/DEWEY  BALLANTINE