EXHIBIT 8.1
[LETTERHEAD OF STRADLEY, RONON, STEVENS & YOUNG, LLP]
October 31, 2003
Equity One ABS, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Re: Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 2003-4
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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 2003-4, in an aggregate principal
amount of $1,002,116,000 (the "Securities"). This offer and sale is made
pursuant to the Company's Prospectus dated May 16, 2003 (the "Prospectus"), as
supplemented by the Company's Prospectus Supplement dated October 24, 2003 (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 October 28, 2003. The Securities will be issued
pursuant to a certain Pooling and Servicing Agreement dated as of September 30,
2003, 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.
Equity One ABS, Inc.
October 31, 2003
Page 2
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.
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