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EXHIBIT 8
August 14, 1996
Household Consumer Loan Trust 1996-2
c/o Household Finance Corporation
2700 Sanders Road
Prospects Heights, IL 60070
Re: Household Consumer Loan Asset Backed Notes, Series 1996-2, Class A-1,
A-2 and A-3 Notes (the "CLASS A NOTES") and Class B Notes (the "CLASS
B NOTES") (collectively, the "NOTES").
Ladies and Gentlemen:
We have acted as special counsel to Household Finance Corporation, a
Delaware corporation (the "SERVICER"), Household Consumer Loan Corporation, a
Nevada corporation (the "SELLER"), and Household Consumer Loan Trust 1996-2, a
Delaware business trust (the "ISSUER") for the purpose of rendering various
opinions on matters related to the Notes and Certificates to be issued by the
Issuer. The certificates represent undivided beneficial interests in the Issuer
(the "CERTIFICATES"). This opinion (this "OPINION") is delivered in connection
with the preparation and filing of a registration statement on Form S-1
(Registration No. 333-6047) and Form S-3 (Registration No. 333-6047-01 and 333-
6047-02), as amended (the "REGISTRATION STATEMENT") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the Notes.
You have asked for our opinion under the United States Federal income tax
laws and the Employee Retirement Income Security Act of 1974, as amended
("ERISA") as to the characterization of the Notes, and whether the Deposit Trust
or the Issuer will be characterized as an association (or publicly-traded
partnership) taxable as a corporation. Based upon our review of the Reviewed
Documents (defined herein) and certain assumptions and representations of the
parties to this transaction described in this Opinion and for the reasons
hereinafter set forth, it is our opinion (i) that the Notes will be
characterized as indebtedness for Federal income tax purposes, (ii) that neither
the Deposit Trust nor the Issuer will be characterized as an association taxable
as a corporation, or as a publicly-traded partnership taxable as a
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corporation, for Federal income tax purposes, and (iii) that the Notes will be
classified as indebtedness without substantial equity features for purposes of
ERISA.
This Opinion is for the benefit of and may be relied upon by (a) Merrill
Lynch, Pierce, Fenner & Smith Incorporated and its counsel, Brown & Wood, in
connection with respective transactions contemplated by the Underwriting
Agreement for the sale of the Notes, (b) Moody's Investors Service, Inc.,
Standard & Poor's Ratings Group, Duff & Phelps Credit Rating Co., and Fitch
Investors Service, Inc., in connection with the rating of the Notes, (c) Texas
Commerce Bank National Association, in its respective capacity as Trustee for
the Deposit Trust (the "DEPOSIT TRUSTEE"), (d) The Chase Manhattan Bank Delaware
in its respective capacity as Trustee for the Issuer (the "OWNER TRUSTEE"), and
(e) The Bank of New York as Trustee under the Trust Indenture for the Notes (the
"INDENTURE TRUSTEE" and the "INDENTURE" respectively), (f) our clients named
above, and (g) prospective investors in and purchasers of the Notes. (The
persons listed in the foregoing sentence are hereinafter referred collectively
as the "RELIANCE PARTIES"). We also consent to the filing of this Opinion as an
exhibit to the Registration Statement. This Opinion may not be relied upon by,
nor may copies be filed with or delivered to, any other person or used for any
other purpose without our prior written consent.
Capitalized terms for which meanings are provided in the Indenture, unless
otherwise defined herein, are used herein with such meanings. The opinions
expressed herein are based solely upon and limited to the United States Federal
income tax laws, and the laws under ERISA. We do not express any opinion herein
concerning any other law.
DOCUMENTS REVIEWED; INVESTIGATION; ASSUMPTIONS
In connection with this Opinion, we have examined the Registration
Statement of the Issuer and the exhibits thereto, as such exhibits have been
amended through the date of this letter (the "REVIEWED DOCUMENTS"). These
include, in particular, the following documents:
a) The Trust Agreement (the "TRUST AGREEMENT") between the Seller and the
Owner Trustee;
b) The Indenture;
c) The Administration Agreement among the Seller, the Servicer and the
Owner Trustee;
d) The Pooling and Servicing Agreement (the "POOLING AND SERVICING
AGREEMENT") dated as of September 1, 1995, among the Seller, the
Servicer and the Deposit Trustee, including exhibits thereto;
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e) The Series 1996-2 Supplement, pursuant to which a participation interest
in consumer receivables and participation interests (the "SERIES
1996-2 PARTICIPATION") will be issued to the Seller for conveyance to
the Issuer; and
f) The Receivables Purchase Agreement dated as of September 1, 1995,
between the Seller as purchaser and various subsidiaries of the
Servicer for the purchase of consumer loan receivables by the Seller.
In our examination of the Reviewed Documents, we have assumed the genuineness
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as copies and the authenticity of the originals
from which any such copies were made, none of which assumptions have we
independently confirmed.
In our examination, we have further assumed, without independent
investigation, the following:
a) The due execution and delivery of the Reviewed Documents without
material change by the parties thereto;
b) The full legal power and authority of the parties thereto to execute,
deliver and perform their obligations under the Reviewed Documents;
c) The fulfillment of and material compliance by the parties thereto with
all the terms and conditions of the Reviewed Documents, the accuracy
of all representations and warranties contained therein, and the
binding effect and enforceability of the Reviewed Documents against
the parties thereto;
d) That the conduct of the parties to the Reviewed Documents with respect
to the transactions contemplated thereby complies with any requirement
of good faith, fair dealing, and conscionability, and that there will
not be any mutual mistake of fact or misunderstanding, fraud, duress, or
undue influence that would serve as a basis for non-performance of any
of the terms and conditions of the Reviewed Documents.
We are also relying upon certain representations of the officers of the
Servicer and the Seller, as referred to herein.
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This Opinion is expressly subject to there being no material change in the
law after the date of this Opinion, and assumes without further investigation
that all assumptions and facts set forth herein are and remain true and valid.
However, with respect to the assumptions we have made herein, nothing has come
to our attention which conflicts with such assumptions. This Opinion is given
as of the date hereof, and we expressly disclaim any obligation to update this
Opinion or to give notice to any Reliance Party of any future change in facts or
law that might affect the opinions set forth herein. Captions used in this
Opinion are for convenience only, and should not be regarded as having any
independent meaning.
1. CHARACTERIZATION OF THE NOTES. The question of whether a financial
instrument qualifies as "indebtedness" for Federal income tax purposes is
determined under relevant case law, rather than by any statute or regulations.
The multitude of cases addressing this issue rely on numerous and varying
factors in reaching their conclusions, many of which are subjective in nature,
and no case or ruling addresses the income tax consequences of a transaction on
the precise facts of the issuance of the Notes. However, we have arrived at our
conclusion that the Notes will be treated as "indebtedness" for Federal income
tax purposes based upon an application of the factors commonly used in this
analysis, as follows:
(a) The Form of the Instrument. The Notes are in the form of debt
instruments, administered under a collateral trust indenture
having an independent institutional trustee. The Notes
constitute a written unconditional promise to pay on a
specified date a sum certain in money in return for an
adequate consideration in money.
(b) Fixed Maturity Date. The Notes have a fixed maturity date of
approximately 10 years from issuance, within the range of
commonly found forms of indebtedness.
(c) Fixed Interest Rate. The Notes will bear interest at a stated,
fixed rate, reset periodically based upon changes in an
objective index, and the calculation of interest due will not be
contingent upon the income or profits of the Issuer.
(d) Relative Assurance of Repayment. The Notes will be rated AAA
for the Class A-1 Notes, AA for the Class A-2 Notes, A for the
Class A-3 Notes, and BBB for the Class B Notes or their
equivalent by two or more of the Rating Agencies upon issuance.
The Notes are secured upon issuance by a first perfected
security interest in the Series 1996-2 Participation, the
principal amount of which exceeds the Security Balance of the
Notes by the amount of the Security Balance of the Certificates
and the
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Overcollateralization Amount, and the Pass-Through Rate of which
exceeds the weighted average interest rate of the Notes. By the
terms of the Indenture, principal payments are to be made on the
Notes in proportion to reductions in the principal balance of the
Series 1996-2 Participation Invested Amount, with certain
additional payments, so that the Notes remain fully secured at
all times.
(e) Remedies to Enforce Payment of Principal and Interest. Pursuant
to the Indenture, Noteholders will have the right to exercise
remedies in the event of a default in the payment of principal
and interest in a full and timely manner, which remedies are
typical of the remedies afforded to secured lenders. We expect
the Indenture Trustee and the Noteholders would exercise such
remedies, and there is nothing to indicate they would not.
Similarly, the Issuer and the Certificateholders should expect
that if the debt to the Noteholders is not repaid in accordance
with its terms, such remedies will be exercised against the
Issuer and its assets.
(f) Convertibility. The Notes are not convertible into Certificates
of the Issuer or other forms of equity in the Issuer.
(g) Participation in Management. Noteholders will acquire no right
to participate in management of the Issuer as a result of
purchasing Notes, absent default. As stated above, the default
remedies in the Notes are customary.
(h) Relative Seniority of the Notes. The Notes will be senior debt
of the Issuer (the Notes being subordinated only inter se), and
are in fact expected to be the only debt of the Issuer other
than its obligations to service providers and certain
governmental fees and assessments.
(i) Intent of the Parties. By the terms of the Indenture, the
Issuer, the Indenture Trustee and the Noteholders each agree to
treat the Notes as indebtedness for Federal, state and local
income and franchise tax purposes.
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(j) Commonality of Lenders and Owners. The Notes will not be paired
with the Certificates, and are being sold in a separate offering.
There will be no necessary relationship between the Noteholders
and the Certificateholders or the Seller. Because of differences
in interest indicies and certain accelerated principal payments
on the Notes, there is not precise matching, as a contractual
matter, of the payment terms on the Issuer's assets and the terms
of the Notes.
(k) Adequate Capitalization of the Issuer. The Notes will be senior
in right of payment to the Certificates and to the payment of
the Holdback to the Seller. The Certificates themselves are
expected to be rated at least BBB- or its equivalent by two of
the Rating Agencies, and will be offered to investors unrelated
to the Seller. In light of the fact there will be no third-party
guaranties or insurance providing credit enhancement for the
Notes, the credit rating of the Notes and of the Certificates and
the collateralization provisions for the Notes indicate that the
Issuer will have sufficient equity to avoid recharacterization of
the Notes as equity.
(l) Ability to Borrow from Third Parties. The Issuer's activities
are restricted by the terms of the Trust Agreement, and forbid
its borrowing other than through issuing the Notes. The purchase
of the Notes by third parties pursuant to the offering by the
Underwriter is indicative of the Notes qualifying as debt.
See R.A. Hardman, 87-2 USTC Paragraph 9523, 827 F.2d 1409 (9th Cir. 1987)
(applying factors to purchase note between shareholder and corporation); Fin
Hay Realty Co. v. U.S., 68-2 USTC Paragraph 9438, 398 F.2d 694 (3rd Cir. 1968)
(applying factors to shareholder loans to corporation); Nassau Lens Co. v.
CIR, 62-2 USTC Paragraph 9723, 308 F.2d 39 (2d Cir. 1962)(discussing relative
importance of subjective intent and objective standards in related-party
transaction); Willis L. Wright, 63 TCM 1965 (1992)(parties must have good
faith intent to act as borrower and lender); RACAL Electronics, Inc., 60 TCM
756 (1990)(applying factors to intercompany loan). See generally Mertens Law
of Federal Income Taxation, Section 26.16 (Clark Boardman Callaghan); Plumb,
"The Federal Income Tax Significance of Corporate Debt: A Critical Analysis and
a Proposal", 26 Tax Law Review 369 (1972).
The IRS has announced its intent to scrutinize financial instruments
designed as debt for Federal income tax purposes, but as equity for regulatory,
rating agency or financial accounting purposes, to see if their purported debt
status for tax purposes is appropriate. Such instruments include those having a
variety of equity features, including an unreasonably long maturity or an
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inability to repay the instrument's principal with the Issuer's equity. Notice
94-47, I.R.B. 1994-19, 9. The Notes have none of the characteristics described
in the Notice. It should be noted that under Section 385 of the Internal
Revenue Code (the "CODE"), the Treasury is authorized to prescribe such
regulations as may be necessary or appropriate to determine whether an interest
in a corporation is to be treated for purposes of the Code as stock or
indebtedness, or as part stock and part indebtedness. Such regulations were
proposed in 1980 and withdrawn in 1983. While those regulations, as proposed,
did not squarely address the treatment of noncorporate asset-backed securities
such as the Notes, and gave the IRS substantial discretion in their
application, it is our belief the Notes would have qualified as indebtedness
for Federal income tax purposes under the principles of those regulations.
However, there can be no assurance that in the future, the Treasury will not
issue regulations under Code Section 385, or issue other rulings, which call
into question the income tax characterization of the Notes. If the Notes were
recharacterized as equity, such could have the result of causing the Issuer to
be treated as a "publicly-traded partnership", with the consequences described
below.
2. CHARACTERIZATION OF THE DEPOSIT TRUST AND THE ISSUER. In form, the
Deposit Trust is a common-law trust, and the Issuer is organized as a trust
under the Delaware Business Trust Statute. However, an arrangement for the
conveyance to trustees of legal title to property for the benefit of
beneficiaries will not be classified as trusts for purposes of the Code if they
are more than arrangements simply to protect or conserve the property for the
beneficiaries. Trusts created by or on behalf of the beneficiaries simply as a
device to carry on a profit-making business which normally would have been
carried on through business organizations classified as corporations or
partnerships will not qualify as trusts under the Code if the organization more
nearly resembles an association or a partnership rather than a trust. In
particular, an investment trust will not be classified as a trust if there is a
power under the trust agreement to vary the investment of the
certificateholders. Treas. Regs. Section 301.7701-4(b), (c). We have been
asked to opine as to whether either the Deposit Trust or the Issuer would be
characterized as an association taxable as a corporation.
The Pooling and Servicing Agreement provides that the Seller is to
maintain a Seller Participation Interest representing an investment in the
Deposit Trust of at least 1.01% of the Series Participation Interests, which
comprise the remaining ownership interests in the Deposit Trust that are to be
treated as equity for Federal income tax purposes. It is also provided that the
Seller and any additional Seller under that Agreement is to be liable for the
entire amount of any losses, claims, damages or liabilities arising out of or
based upon the arrangement created by the Agreement, to the extent the assets of
the Deposit Trust remaining after Investor Certificateholders, Series
Participants and Series Enhancers have been paid in full are insufficient to pay
such obligations. The Seller has represented to us that it will have on the
Closing Date and maintain a net worth, independent of its investment in the
Deposit Trust, at least equal to the lesser of (i) 10% of the excess of the
aggregate Principal Balance of all Receivables and Participation Interests in
the Deposit Trust over the aggregate principal balance
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of any interests in and obligations of the Deposit Trust treated as
indebtedness for federal income tax purposes as of the date of determination
("Deposit Trust Net Equity"), and (ii) the sum of (x) $5 million and (y) 1% of
the excess of Deposit Trust Net Equity over $500 million. Upon an Insolvency
Event affecting the Seller, the Deposit Trustee is to liquidate the assets of
the Deposit Trust, distribute such proceeds and dissolve the Deposit Trust
unless, within 90 days after such event, a majority in interest of all Series
Participation Interests issued by the Deposit Trust elect to reconstitute the
Deposit Trust and elect a new person to assume the rights and obligations of
the "Designated Certificateholder" meeting the requisite conditions set forth
in an opinion of counsel for maintaining the tax treatment of the Deposit
Trust. Furthermore, the Series 1996-2 Participation will be conveyed to the
Issuer, and substantially all of the beneficial interests in the Issuer will be
offered for sale to persons unrelated to the Seller.
The Trust Agreement for the creation of the Issuer provides that the
Seller is to maintain an investment in the Certificates equal to a minimum of
1.01% of the Securities Balance of the remaining Certificates. Under the Trust
Agreement, the Seller has liability for all the obligations of the Issuer that
are not satisfied from the assets of the Issuer, other than the Notes. The
Seller has represented to us that it will have on the Closing Date and maintain
a net worth, independent of its investment in the Issuer, at least equal to the
lesser of (i) 10% of the amount by which the Series 1996-2 Participation
Interest Invested Amount exceeds the aggregate Security Balance of the Class A
and Class B Notes as of the date of determination ("Issuer Net Equity"), and
(ii) the sum of (x) $5 million and (y) 1% of the excess of Issuer Net Equity
over $500 million. In addition, upon the bankruptcy or dissolution of the
Seller, the Issuer is to dissolve and liquidate its assets unless, within 90
days after such event, a majority of the remaining Certificateholders elect a
new person to assume the rights and obligations of the Seller under the Trust
Agreement meeting the requisite conditions set forth in an opinion of counsel
for maintaining the tax treatment of the Issuer.1/ We note further that there
is no necessary relationship under the arrangements for the offering of the
Certificates for the sale of such Certificates to persons related to the Seller.
____________________
1/ The representations here and in the preceding paragraph are being given
solely to support this tax opinion. In the event the "check-the-box"
regulations are adopted under Code Section 7701, (i) the Seller will not be
required to maintain this net worth or be liable for any debts of the Deposit
Trust or the Issuer, and (ii) the Deposit Trust and the Issuer need not
dissolve upon an insolvency event affecting the Seller, for the Deposit Trust
and the Issuer to each avoid being treated as an association taxable as a
corporation. In such circumstances, the Trust Agreement and the Pooling and
Servicing Agreement may be amended, without the consent of Noteholders or
Certificateholders, to eliminate these liability and insolvency provisions.
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Under these terms and conditions, it is our opinion that neither the
Deposit Trust nor the Issuer will be an association taxable as a corporation,
because it lacks the corporate characteristics of continuity of life and limited
liability. See Treas. Regs. Section 301.7701- 2(b), (d).
Opinions of counsel are not binding upon the IRS. It should be noted
that no ruling is being sought from the IRS as to the characterization of the
Issuer or the Deposit Trust, and neither would meet the conditions prescribed by
the IRS for its issuance of a ruling that it is not an association taxable as a
corporation. See Rev. Proc. 89-12 (1989-1) C.B. 798, amplified by Rev. Proc.
91-13, 1991-1 C.B. 477, and Rev. Proc. 94-46, 1994-2 C.B. 688.
3. PUBLICLY-TRADED PARTNERSHIPS. We have been asked to opine as to whether
the Deposit Trust or the Issuer would be deemed a "publicly-traded partnership"
taxable as a corporation under Code Section 7704. It is our opinion, based upon
the assumptions and caveats set forth herein, that neither the Deposit Trust nor
the Issuer will be a publicly-traded partnership taxable as a corporation for
such purposes. In this respect, we note that in 1988, the IRS issued guidelines
for determining when it would refrain from characterizing a partnership as being
"publicly-traded". These guidelines, set forth in Notice 88-75, are
incorporated within the restrictions on the transfer of interests in the Deposit
Trust and on the transfer of Certificates in the Trust Agreement, as well as in
the Placement Agreement for the offering and remarketing of the Certificates.
Notice 88-75 merely provides a "safe harbor", compliance with which
assures a partnership that it will not be challenged by the IRS as being
"publicly-traded". Noncompliance with such guidelines does not mean that the
partnership will be successfully characterized as publicly-traded, only that
the IRS need not refrain from challenging its status as such. Near the end of
1995, the Treasury promulgated regulations under Section 7704 which supersede
Notice 88-75 with respect to the Issuer immediately, and with respect to the
Deposit Trust after 2005. Both the Pooling and Servicing Agreement and the
Trust Agreement include restrictions on transferability of interests and
Certificates, respectively, that meet the applicable guidelines and regulations.
These agreements further empower the Seller to impose such additional
restrictions as may be required by subsequent changes in law, judicial rulings
or administrative pronouncements, to avoid having the Deposit Trust and the
Issuer treated as a publicly-traded partnership.
The Issuer's ability to avoid being characterized as a publicly-traded
partnership depends upon the Notes being characterized as indebtedness for
Federal income tax purposes, in that no restrictions are being placed on the
transferability of Notes for this purpose. If either class of Notes was
characterized as an equity interest in the Issuer, and the Issuer qualified as a
partnership for Federal income tax purposes, then there would be nothing to
prevent the Issuer from being characterized as a publicly-traded partnership.
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Even if the Deposit Trust or the Issuer were characterized as a
publicly-traded partnership, it could avoid being taxed as a corporation if its
income met certain tests and it was not otherwise considered to have derived
such income "in the conduct of a financial business." It is possible the
Deposit Trust or the Issuer could meet this test, but no assurance can be given
in this regard, due to a lack of applicable authority interpreting the meaning
of "financial business" for purposes of Code Section 7704.
4. TAXABLE MORTGAGE POOL RULES. When asset-backed securities (such as the
Notes) are issued in two or more classes by any entity substantially all of
whose assets consist of direct and indirect interests in debt obligations (such
as the Issuer), the entity will be classified as a "taxable mortgage pool" under
the rules of Code Section 7701(i) if, among other factors, more than 50% of the
debt obligations it holds at the time of issuance of the asset-backed securities
(a "testing date") consist of loans secured by interests in real estate. A
taxable mortgage pool is taxable as a corporation which may not be included
within a consolidated return. The Seller has represented that upon the Closing
Date, no more than 45% of the Receivables by aggregate Balance will be secured
by interests in real estate. Based upon such representation and our review of
the Pooling and Servicing Agreement, it is our opinion that the Issuer is not a
"taxable mortgage pool" as of that "testing date". We express no opinion
concerning the effect of new issuances of asset-backed securities by the Deposit
Trust or the Issuer. We note, however, that to avoid having the Issuer or the
Deposit Trust classified as a taxable mortgage pool in the future, the Pooling
and Servicing Agreement prohibits the Seller from acquiring Principal
Receivables secured by liens on real estate if such acquisition would cause such
Principal Receivables to amount to 45% or more of the cost of all Principal
Receivables held by the Deposit Trust, and to obtain an opinion of counsel prior
to the issuance of any new Series Participation Interests or Investor
Certificates that such action will not cause the Deposit Trust, the Issuer, or
any portion of either to be a taxable mortgage pool.
5. ERISA OPINION. You have asked our opinion as to the treatment of the
Notes under United States Department of Labor ("Labor") regulations concerning
the definition of what constitutes the assets of an employee benefit plan
subject to ERISA or plans or arrangements subject to Code Section 4975 (a
"PLAN") and the prohibited transaction provisions governing Plans (the "PLAN
ASSETS REGULATION") codified in 29 C.F.R. 2510.3-101. The Plan Assets
Regulation provides that, if a Plan acquires an "equity interest" in an entity
that is neither a "publicly-offered security" (as defined therein) nor a
security issued by an investment company registered under the Investment Company
Act of 1940, the assets of the entity will be treated as assets of the Plan and
thus as "Plan Assets" unless certain exceptions apply. Under the Plan Assets
Regulation, the term "equity interest" is defined as any interest in an entity
other than an instrument that is treated as indebtedness under "applicable local
law" and which has no "substantial equity features." Labor Regs. Section
2510.3-101(b)(1). Although the Plan Assets Regulation is silent with respect to
the question of what law constitutes "applicable local law" for this purpose,
Labor has stated that these determinations should be made under the state law
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governing interpretation of the instrument in question. Preamble to the Plan
Assets Regulation, 51 FR 41262 (Nov. 13, 1986), III.B.(1). We assume for these
purposes that the applicable local law will be the laws of the State of New
York, as provided in the Indenture. In the preamble to the Plan Assets
Regulation, Labor declined to provide a precise definition to what features are
equity features or the circumstances under which such features would be
considered "substantial", noting that the question of whether a Plan's interest
has substantial equity features is an inherently factual one, but that in
making a determination it would be appropriate to take into account whether the
equity features are such that a Plan's investment would be a practical vehicle
for the indirect provision of investment management services. Id., at
III.B.(2). Based upon our review of the Reviewed Documents, the credit ratings
which will be assigned to the Notes, the collateral securing the Notes, our
opinion as to the treatment of the Notes for Federal income tax purposes, and
the plain language of the Plan Assets Regulation, it is our opinion that the
Notes will be classified as indebtedness under the applicable local law without
substantial equity features for ERISA purposes. Please be aware that this
opinion is not binding upon Labor and if, contrary to this opinion, the Notes
are not deemed to be indebtedness without substantial equity features and no
statutory, regulatory or administrative exemption applies, the Issuer could be
considered to hold Plan Assets by reason of a Plan's investment in the Notes.
6. PROSPECTUS DISCUSSION. We have reviewed the discussion in the section
of the Prospectus forming a part of the Registration Statement (the
"Prospectus") entitled "CERTAIN FEDERAL AND STATE INCOME TAX CONSEQUENCES", and
it is our opinion that the contents thereof are materially correct as to matters
of law. In rendering this opinion, we have relied upon representations of
officers of Household Finance Corporation as to matters of fact.
7. CONSENT TO USE OF NAME. We hereby consent to the use of our name under
the heading "CERTAIN LEGAL ASPECTS OF THE RECEIVABLES - Certain Matters Relating
to Insolvency", "CERTAIN FEDERAL AND STATE INCOME TAX CONSEQUENCES", "ERISA
CONSIDERATIONS", and "LEGAL MATTERS" in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
KATTEN MUCHIN & ZAVIS
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