Exhibit 8.1
August 27, 2002
Equity One ABS, Inc. Financial Security Assurance Inc.
103 Springer Building 350 Park Avenue, 13th Floor
3411 Silverside Road New York, NY 10022
Wilmington, Delaware 19810
Re: Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 2002-4
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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 Company's offer and sale of
Mortgage Pass-Through Certificates, Series 2002-4, in an aggregate principal
amount of $302,587,000 (the "Securities"). This offer and sale is made pursuant
to the Company's Prospectus dated August 22, 2002 (the "Prospectus"), as
supplemented by the Company's Prospectus Supplement dated August 22, 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 August 23, 2002. The Securities will be issued
pursuant to a certain Pooling and Servicing Agreement dated as of July 31, 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.
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 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.
Based upon, and subject to, the foregoing, we are of the opinion that 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.
Equity One ABS, Inc.
August 27, 2002
Page 2
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
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William S. Pilling, III, a Partner