Exhibit 8.1
June 7, 1999
To the Parties Listed on
the Attached Annex A:
Re: RBMG Funding Co. Mortgage Loan Trust 1999-1
Asset Backed Notes, Series 1999-1
Ladies and Gentlemen:
We have acted as special tax counsel in connection with the
issuance and delivery of certain notes denominated as RBMG Funding Co. Mortgage
Loan Trust 1999-1 Asset Backed Notes, Series 1999-1 Notes, Class A-1 and Class
A-2 (the "Notes") pursuant to the terms of the Indenture (the "Indenture"),
dated as of June 1, 1999, between the RBMG Funding Co. Mortgage Loan Trust
1999-1 (the "Issuer") and The Bank of New York, as indenture trustee (the
"Indenture Trustee"). Capitalized terms used herein but not defined herein shall
have the meanings ascribed to them in the Indenture.
As special tax counsel, we have examined such documents as we
have deemed appropriate for the purposes of rendering the opinions set forth
below, including the following: (a) an executed copy of the Indenture and the
exhibits attached thereto and (b) certain representations and warranties made to
us by RBMG and certain information provided by the Underwriter.
In our examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents.
We have examined the question of whether the Notes will be
treated as indebtedness for federal income tax purposes. 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 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 for federal income tax purposes, which we have reviewed as they
apply to this transaction.
Based on the foregoing, and such legal and factual
investigations as we have deemed appropriate, while no transaction closely
comparable to that contemplated in the Operative Documents has been the subject
of any Treasury regulation, revenue ruling or judicial decision, and therefore
the matter is subject to interpretation, we are of the opinion that for federal
income tax purposes:
(1) The Notes will properly be treated as indebtedness for
federal income tax purposes;
(2) The Trust will not constitute an association (or a
publicly traded partnership) taxable as a corporation or a taxable
mortgage pool.
We express no opinion on any matter not discussed in this
letter. This opinion is rendered as of the Closing Date, for the sole benefit of
the addressees hereof and it may not be relied on by any other party or quoted
without our express consent in writing.
Very truly yours,
/s/ DEWEY BALLANTINE LLP
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ANNEX A
First Union Capital Markets Corp. Standard & Poor's Ratings Services
301 South College Street, TW-06 25 Broadway
Charlotte, North Carolina 28288-0610 New York, New York 10004
Moody's Investors Service, Inc. Resource Bancshares Mortgage Group, Inc.
99 Church Street 7909 Parklane Road
New York, New York 10007 Columbia, South Carolina 29223
RBMG Asset Management Company, Inc. RBMG Funding Co.
2820 West Charleston Boulevard, Suite 17 2820 West Charleston Boulevard, Suite 17
Las Vegas, Nevada 89102 Las Vegas, Nevada 89102
MBIA Insurance Corporation The Bank of New York
113 King Street 101 Barclay Street, 12E
Armonk, New York 10504 New York, New York 10286
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