EXHIBIT 8


                           Winthrop & Weinstine, P.A.
                             225 South Sixth Street
                                   Suite 3500
                          Minneapolis, Minnesota 55402


June 21, 2004

American Church Mortgage Company
10237 Yellow Circle Drive
Minnetonka, Minnesota  55343

Re:      American Church Mortgage Company

Ladies and Gentlemen:

     We have acted as counsel to American Church Mortgage  Company,  a Minnesota
corporation (the  "Company"),  with respect to the preparation and filing by the
Company of a Registration Statement on Form S-11 (the "Registration Statement"),
containing a prospectus (the "Prospectus"), under the Securities Act of 1933, as
amended, and the rules and regulations of the Securities and Exchange Commission
promulgated  thereunder  (collectively  the "1933  Act"),  with  respect  to the
registration  of  $23,000,000  of Series B Secured  Investor  Certificates  (the
"Certificates") of the Company.

     In rendering our opinion, we have examined certain documents, including:

     (a)  The  Registration  Statement,  including  exhibits to the Registration
          Statement; and

     (b)  Such other certificates,  opinions,  and instruments as we have deemed
          necessary.


     As to various  questions of fact that are material to the opinion set forth
in this letter,  we have relied upon certain  representations,  statements,  and
information set forth in the foregoing documents and certificates of officers of
the Company. In addition,  we have assumed that the business of the Company will
be conducted as described in the Registration Statement.

     As to matters of law, we have based our opinion upon the  provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
promulgated  or proposed  under the Code (the  "Regulations"),  the  legislative
history of the Code, and the  interpretations of the Code and the Regulations by
the Internal  Revenue Service (the "IRS") and by the courts,  all as of the date
of this letter. The provisions of the Code or the Regulations may be amended, or
the  interpretations of the IRS or the courts may change,  each in a manner that
could affect our opinion,  and any such change may have retroactive  effect.  We
undertake no




American Church Mortgage Company
June 21, 2004
Page 2

responsibility  to advise the Company of any changes in the  application  or the
interpretation of the United States federal income tax laws that occur after the
date of this opinion.

     Based upon and subject to the foregoing,  and subject to the qualifications
set forth herein,  the discussion under the heading "Material Federal Income Tax
Consequences  Associated  with  the  Certificates"  that  is  contained  in  the
Registration   Statement,   as  it  relates  to  statements  of  law  and  legal
conclusions,  is our opinion as to the material United States federal income tax
consequences of the acquisition, ownership, and disposition of the Certificates.

     Our opinion  represents our best judgment as to how a court would decide if
presented  with  the  issues  addressed  in the  discussion  under  the  heading
"Material Federal Income Tax Consequences Associated with the Certificates" that
is contained in the  Registration  Statement and are not binding upon either the
IRS or any court.  Thus, we cannot give any assurances  that a position taken in
reliance  on our  opinion  will not be  challenged  by the IRS or  rejected by a
court.

     Except as set forth above, we express no opinion to any party as to the tax
consequences,  whether federal,  state,  local, or foreign,  of the acquisition,
ownership,  and disposition of the Certificates.  We are furnishing this opinion
to the Company solely in connection with the Registration  Statement. We consent
to the use of our name wherever it appears in the  Registration  Statement  with
respect to the  discussion  of the material  United  States  federal  income tax
consequences of the acquisition,  ownership, and disposition of the Certificates
and to the filing of this opinion as an exhibit to the  Registration  Statement.
In giving this  consent,  we do not admit that we are in the category of persons
whose  consent is required  under Section 7 of the 1933 Act, and we do not admit
that we are  "experts"  within the  meaning of such term as used in the 1933 Act
with respect to any part of the Registration  Statement,  including this opinion
letter as an exhibit or  otherwise.  We disclaim any  obligation  to update this
opinion letter for events occurring, or coming to our attention,  after the date
hereof.

Very truly yours,

WINTHROP & WEINSTINE, P.A.


By -     /s/ Paul W. Markwardt
         A Shareholder

PWM/JKK

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