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                              November 22, 1988




    Honorable Jack M. Rains        Opinion No. JM-984
    Secretary of State
    P. 0. Box 12697                Re:   Whether a filing with the
    Austin, Texas 78711            Secretary of State is necessary
                                   to perfect a security  interest
                                   in manufactured housing held as
                                   inventory   (RQ-1469)

    Dear Mr. Rains:

         You ask whether a filing with the Secretary of State's
    office pursuant   to chapter 9 of the Texas Business    and
    Commerce Code   (UCC) is necessary to perfect    a security
    interest in manufactured housing held by the financer as
    inventory.

         You direct our attention to a possible     conflict  in
    article 5221f, V.T.C.S.,   (the Texas Manufactured   Housing
    Standards Act) and section 9.302 of the Business         and
    Commerce  Code relative to the perfection     of    security
    interests in manufactured housing.

         Section  19(i) of article       5221f, Acts 1981,    67th
    Legislature, page 3088, chapter      815, section 4, effective
    August 31, 1981, provides:

            A lien on the manufactured     homes in the
            inventory is perfected by filing a security
            agreement with the department [Texas Depart-
            ment of Labor and Standards] in a form that
            contains the    information the    department
            requires.

         Section 19(n) of article 5221f states:

                (n) The express    provisions    of   this
            article supersede any conflicting   provisions
            of the Business & Commerce Code: otherwise,
            the provisions  of the Business & Commerce
            Code apply to     transactions   relating   to
            manufactured housing.




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Honorable Jack M. Rains - Page 2   (JM-984)




     Section 9.302(c) of the Business and Commerce Code, as
amended by Acts 1983, 68th Legislature, chapter 290, section
8, page 1533, effective August 28, 1983, provides that the
filing of a financing statement otherwise required by this
chapter is not necessary or effective to perfect a security
interest in property. subject to

            (2) the following     statutes   of    this
        state . . . the Texas Manufactured      Housing
        Standards Act, as amended     (Article 5221f,
        Vernon's Texas Civil Statutes):    but durinq
          Y veriod in which collateral is inventorv
        iild for sale bv a verson who is in the
        business of sellinu soods of that kind, the
        filins vrovisions of this Chavter (Subchavter
        D) avvlv to a security interest in that
        collateral   created bv him as debtor: or
        Subchavter A. Chavter 35, Title 4. Business &
        Commerce Code, relatins to utility    securitv
        instruments.   (Emphasis added.)

     Section 9.401 of the Business and Commerce        Code
requires filing with the county clerk to perfect a security
interest where certain specified     items constitute   the
collateral.  This section also contains a general provision
requiring that the filing "in all other cases" be with the
Secretary of State. It is the latter provision that applies
to the instant scenario.

     Section 18 of article 5221f as amended bv Acts 1987,
70th Lecrislature, chapter 1134, page 3888, effective June
18, 1987, provides:

            (b) A violation of any of the provisions
        of this article is a deceptive trade practice
        in addition to those set forth in Section
        17.50, Business & Commerce Code. The vro-
        visions of all laws. varts of laws, ordin-
        ances, rules or resulations which are in
        conflict with any of the vrovisions of this
        article are suverseded   and oreemoted to the
        extent of such conflict.   (Emphasis added.)

     Where laws deal with the same subject matter they
should be harmonized and construed together as though they
were parts of the same law. Gordon v. Lake, 356 S.W.Zd  138
(Tex. 1962). When statutes are inconsistent and irrecon-
cilable they both cannot stand at the same time. In the
event of such conflict, the later expression of legislative
intent controls  and, to that extent repeals the earlier




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.
    Honorable Jack M. Rains - Page 3        (JM-984)




    statute. State v. Easley, 404 S.W.Zd 296     (Tex. 1966 ):
    Shultz v. State, 696 S.W.Zd 126 (Tex. APP. - Dallas 198 5,
    writ ref'd n.r.e.).

         Section 18 of article 5221f as amended by the 70th
    Legislature   is the latest     enactment germane to        your
    question.   Since it provides that any laws     "which  are   in
    conflict with any provisions of this article [article 5221f]
    are superseded    and preempted    to the extent of         such
    conflict," it follows  that the  provisions  of  article    5221
    control.    Thus, a lien on     manufactured  homes    in    the
    inventory is perfected by filing the security agreement with
    the Texas Department of Labor and Standards.
                            SUMMARY

                 A filing with the Secretary of State  is
            not necessary to perfect a security  interest
            in manufactured housing held by the financer
            as inventory.




                                              JIM     MATTOX
                                              Attorney General of Texas

    MARY XELLER
    First Assistant Attorney General

    LOU MCCREARY
    Executive Assistant Attorney General

    JUDGE ZOLLIE STEAXLEY
    Special Assistant Attorney General

    RICK GILPIN
    Chairman, Opinion Committee

    Prepared by Tom G. Davis
    Assistant Attorney General




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