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[LETTERHEAD OF SIDLEY & XXXXXX]
EXHIBIT 8(B)
MAY 26, 1998
Conseco, Inc.
00000 X. Xxxxxxxxxxxx Xx.
Xxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We refer to the Agreement and Plan of Merger dated as of April 6, 1998 (as
amended, the "Agreement") among Conseco, Inc., an Indiana corporation
("Parent"), Marble Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), and Green Tree Financial Corporation, a Delaware
corporation (the "Company"), which provides for the merger (the "Merger") of Sub
with and into the Company on the terms and conditions therein set forth, the
time at which the Merger becomes effective being hereinafter referred to as the
"Effective Time." Capitalized terms used but not defined herein have the
meanings specified in the Agreement.
The Merger and the Agreement are more fully described in the Parent's
Registration Statement on Form S-4 (the "Registration Statement") relating to
the registration of shares of Parent Common Stock to which this opinion is an
exhibit, which is being filed by Parent with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act"). The Registration Statement includes the Joint Proxy Statement/Prospectus
(the "Prospectus") of Parent and the Company.
Based on current United States federal income tax laws and regulations and
on current authoritative interpretations, we are of the opinion that the
statements contained in the Registration Statement under the captions
"SUMMARY -- The Merger -- Certain Federal Income Tax Consequences" and "THE
MERGER -- Certain Federal Income Tax Consequences", to the extent that they
concern matters of United States federal income tax law, are correct in all
material respects.
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This opinion is provided to you only, and without our prior consent, may
not be relied upon, used, circulated, quoted or otherwise referred to in any
manner by any person, firm, governmental authority or entity whatsoever other
than reliance thereon by you. Notwithstanding the prior sentence, we hereby
consent to the filing of this letter as an exhibit to the Registration Statement
and to all references to our firm included in or made part of the Registration
Statement. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act or the related rules and regulations promulgated thereunder.
Very truly yours,
/s/ XXXXXX & XXXXXX
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