Exhibit 8.1
November 7, 2002
Equity One ABS, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Re: Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 2002-5
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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
the Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 2002-5,
consisting of (i) the following classes of offered certificates: Class AF-1,
Class AF-2, Class AF-3, Class AF-4 and Class AV-1 (the "Senior Certificates")
and (ii) the following classes of publicly offered certificates: Class M-1,
Class M-2, and Class B (the "Subordinate Certificates" and, together with the
Senior Certificates, the "Offered Certificates"). The offer and sale of the
Senior Certificates, in an aggregate principal amount of $426,888,000 is being
made pursuant to (i) a Purchase Agreement dated as of November 7, 2002 (the
"Purchase Agreement") between the Company and Federal Home Loan Mortgage
Corporation ("Freddie Mac") and (ii) an Information Circular dated October 18,
2002 (the "Circular"). The offer and sale of the Subordinate Certificates is
being made pursuant to the Company's Prospectus dated November 1, 2002 (the
"Prospectus"), as supplemented by the Company's Prospectus Supplement dated
November 1, 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 November 1, 2002. The Offered
Certificates will be issued pursuant to a certain Pooling and Servicing
Agreement dated as of September 30, 2002, among the Company, as depositor,
Equity One, Inc., as servicer and seller ("Equity One"), the Sellers, JPMorgan
Chase Bank, as trustee, and Freddie Mac as guarantor of the Senior Certificates
(the "Pooling Agreement").
We have examined copies of the Prospectus, Prospectus Supplement and
Circular, signed copies of the Pooling Agreement and the Purchase Agreement, a
specimen certificate
Equity One ABS, Inc.
November 7, 2002
Page 2
of each class of the Offered Certificates, 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, Prospectus Supplement and Circular
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, Prospectus Supplement and
Circular 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 Pooling
Agreement and Purchase 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 Equity One ABS, Inc.
Mortgage Pass-Through Certificates, Series 2002-5.
Very truly yours,
Stradley, Ronon, Stevens & Young, LLP
By: /s/ William S. Pilling, III
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William S. Pilling, III, a Partner