EXHIBIT 8.1
C L I F F O R D CLIFFORD CHANCE US LLP
C H A N C E
200 PARK AVENUE
NEW YORK NY 10166 0153
TEL +1 212 878 8000
FAX +1 212 878 8375
www.cliffordchance.com
March 2, 2004
Municipal Mortgage & Equity, LLC
621 East Pratt Street, Suite 300
Baltimore, Maryland 21202
Ladies and Gentlemen:
We have acted as special counsel to Municipal Mortgage & Equity, LLC ("MuniMae")
in connection with the prospectus supplement dated March 2, 2004 (the
"Prospectus Supplement") to the prospectus dated October 1, 2003, included in
MuniMae's Registration Statement on Form S-3 (File No. 333-107277) (together
with any amendments thereto, the "Registration Statement") under the Securities
Act of 1933, as amended, filed with the Securities and Exchange Commission, with
respect to the public offering of 1,950,000 of its common shares (the "Common
Shares").
We hereby confirm that, although the discussions in the Prospectus Supplement
under the captions "Risk Factors--The value of the common shares and MuniMae's
ability to make distributions depend on the application of tax laws" and
"Federal Income Tax Considerations" do not purport to discuss all possible U.S.
federal income tax consequences of the purchase, ownership and disposition of
the Common Shares, such discussions, insofar as they constitute summaries of
matters of law or legal conclusions, and based on the assumptions and subject to
the qualifications and limitations set forth therein, are correct in all
material respects. No opinion is expressed on matters other than those
specifically referred to herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the captions "Risk
Factors--The value of the common shares and MuniMae's ability to make
distributions depend on the application of tax laws" and "Federal Income Tax
Considerations" in the Prospectus Supplement.
Very truly yours,
/s/ Clifford Chance US LLP