Exhibit 8.1
June 14, 2002
Equity One ABS, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Re: Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 2002-3
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Ladies and Gentlemen:
We have acted as counsel to and for Equity One ABS, Inc., a Delaware
corporation (the "Company"), in connection with the offer and sale by the
Company of Mortgage Pass-Through Certificates, Series 2002-3, in an aggregate
principal amount of $283,048,000 (the "Securities"), pursuant to the Company's
Prospectus dated March 8, 2002 (the "Prospectus"), as supplemented by the
Company's Prospectus Supplement dated June 10, 2002 (the "Prospectus
Supplement"), in the form transmitted for filing with the United States
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933 on June 11, 2002. The Securities will be issued pursuant to a
certain Pooling and Servicing Agreement dated as of April 30, 2002, among the
Company, as depositor, Equity One, Inc., as servicer and seller ("Equity One"),
certain affiliates of the Company, as sellers (the "Sellers"), and JPMorgan
Chase Bank, as trustee (the "Agreement").
We have examined copies of the Prospectus and Prospectus Supplement, a
signed copy of the Agreement, a specimen certificate of each class of the
Securities, and such other records, documents and statutes as we have deemed
necessary for purposes of this opinion letter.
In rendering the opinion below, we express no opinion as to any laws other
than the Internal Revenue Code of 1986, as amended, the applicable Treasury
Regulations promulgated thereunder, the present positions of the Internal
Revenue Service as set forth in published revenue rulings and revenue
procedures, present administrative positions of the Internal Revenue Service,
and existing federal judicial decisions, all of which are subject to change
either prospectively or retroactively.
This opinion letter is given only with respect to laws and regulations
presently in effect. We assume no obligation to advise you of any changes in law
which may occur, whether the same are retroactively or prospectively applied, or
to update or supplement this letter in any fashion to reflect any facts or
circumstances which hereafter come to our attention.
Equity One ABS, Inc.
June 14, 2002
Page 2
Based upon, and subject to, the foregoing, we are of the opinion that:
1. The information set forth in the Prospectus and Prospectus Supplement
under the caption "Federal Income Tax Consequences," to the extent it
constitutes matters of law or legal conclusions, is correct in all material
respects. The opinions set forth in the Prospectus and Prospectus Supplement
under the heading "Federal Income Tax Consequences" are hereby confirmed.
We have relied without independent investigation upon the representations
and warranties of the Company, Equity One and the Sellers in the Agreement.
Furthermore, we have assumed and relied upon, without independent investigation,
(i) the authenticity and due authorization, execution, and delivery of all
documents submitted to us as originals, (ii) the genuineness of all signatures
on all documents submitted to us as originals, and (iii) conformity to the
originals of all documents submitted to us as certified or photostatic copies.
We hereby consent to the filing of this opinion letter by the Company as an
exhibit to a Current Report on Form 8-K with respect to the Securities.
Very truly yours,
Stradley, Ronon, Stevens & Young, LLP
By: /s/ William S. Pilling, III
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William S. Pilling, III, a Partner