DEWEY BALLANTINE LLP

                          1301 AVENUE OF THE AMERICAS
                              NEW YORK 10019-6092
                 TELEPHONE 212 259-8000 FACSIMILE 212 259-6333

                                                   __________, ____

IKON Receivables Funding, LLC
1738 Bass Road
P.O. Box 9115
Macon, GA 31208

     Re: Lease-Backed Notes
     -----------------------

Ladies and Gentlemen:

          We have acted as special counsel in connection with the preparation
and filing of a registration statement on Form S-3 (Registration No. 333-______)
(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 Lease-Backed Notes (the "Notes") which IKON Receivables
Funding, LLC (the "Issuer") plans to offer in series.

          In addition, assuming (i) the Indenture among IKON Receivables
Funding, LLC, the designated Indenture Trustee and IOS Capital, Inc. is fully
executed, delivered and enforceable against the parties thereto in accordance
with its terms (ii) the transaction described in the Registration Statement is
completed on substantially the terms and conditions set forth therein, and (iii)
no election on IRS Form 8832 is made to the contrary, it is our opinion that:

     .    the Issuer will not be treated as an association (or publicly traded
          partnership) taxable as a corporation for federal income tax purposes;

     .    the Notes will be characterized as indebtedness for federal income tax
          purposes; and

     .    subject to the assumptions and limitations described therein, the
          discussion under the heading "Material Federal Income Tax
          Consequences" in the prospectus contained in the Registration
          Statement sets forth all the material federal income tax consequences
          to the original purchasers of the Notes of any series and is accurate
          in all material respects.


          We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to Dewey Ballantine LLP in the
Registration Statement and in future related prospectus supplements under the
heading "Material Federal Income Tax Consequences." In giving this opinion, we
do not concede that we are experts within the meaning of the Act or the rules
and regulations therewith, or that this consent is required by Section 7 of the
Act.



                                             Very truly yours,


                                             Dewey Ballantine LLP

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                                  SCHEDULE I

IKON Receivables Funding, LLC
1738 Bass Road
Macon, Georgia 31208

______________________
 as Representative of the Underwriters
______________________
______________________


______________________
 as Trustee
______________________
______________________

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