EXHIBIT 8.1
June 1, 1998
Home Equity Securitization Corp.
301 South College Street
Charlotte, North Carolina 28202
Re: Registration Statement 333-44409
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Ladies and Gentlemen:
We have acted as special tax counsel to Home Equity Securitization
Corp., a North Carolina corporation (the "Company") in connection with the
Prospectus filed by the company.
The term "Prospectus" means the prospectus included in the Registration
Statement. The term "Registration Statement" means (i) the Registration
Statement on Form S-3 (No. 333-44409), including the exhibits thereto and (ii)
any post-effective amendment filed and declared effective prior to the date of
issuance of the Securities.
We have examined the question of whether the Securities will have the
tax treatment described in the Prospectus. Our analysis is based on the
provisions of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder as in effect on the date hereof and on
existing judicial and administrative interpretations thereof. These authorities
are subject to change and to differing interpretations, which could apply
retroactively. The opinion of special tax counsel is not binding on the courts
or the Internal Revenue Service (the "IRS").
In general, whether a transaction constitutes the issuance of
indebtedness or the sale of assets for federal income tax purposes is a question
of fact, the resolution of which is based primarily upon the economic substance
of the instruments and the transaction pursuant to which they are issued rather
than the form of the transaction or the manner in which the instruments are
labeled. The IRS and the courts have set forth various factors to be taken into
account in determining whether or not a transaction constitutes the issuance of
indebtedness or the sale of assets for federal income tax purposes, which we
have reviewed as they apply to the transactions described on the Prospectus.
Home Equity Securitization Corp.
June 1, 1998
Page 2
Based on the foregoing, and such legal and factual investigations as we
have deemed appropriate, we are of the opinion that for federal income tax
purposes:
(1) The Securities, assuming they are issued in accordance
with the Prospectus, will have the federal income tax treatment described in the
Prospectus.
(2) We hereby adopt and confirm the information appearing
under the caption "Material Federal Income Tax Consequences" in the Prospectus
and confirm that it represents our opinion with respect to the matters discussed
therein.
This opinion is furnished by us as counsel to the Registrant.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and the related prospectus under the heading "Legal
Matters."
Very truly yours,
/s/ Dewey Ballantine LLP