EXHIBIT 5. 1, 8.1, 23.1
[Letterhead of Thacher Proffitt & Wood]
March __, 2001
Deutsche Banc Alex. Brown Inc.
31 West 52nd Street
New York, New York 10019
Opinion: Underwriting Agreement
ACE Securities Home Equity Loan Trust, Series
2001-NC1 Asset Backed Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as counsel to ACE Securities Corp. (the "Depositor") in
connection with (i) the Mortgage Loan Purchase Agreement, dated March 19, 2001
(the "Mortgage Loan Purchase Agreement"), among the Depositor, NC Capital
Corporation and Deutsche Bank AG New York Branch (the "Seller"), (ii) the
Pooling and Servicing Agreement, dated as of March 1, 2001 (the "Pooling and
Servicing Agreement"), among the Depositor as depositor, Litton Loan Servicing
LP as servicer (the "Servicer"), U.S. Bank National Association as trustee (the
"Trustee") and Bankers Trust Company of California, N.A. as trust administrator
(the "Trust Administrator") and the certificates issued pursuant thereto
designated as Asset-Backed Pass-Through Certificates, Series 2001-NC1,
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated
March 19, 2001 (the "Underwriting Agreement"), between the Depositor and
Deutsche Banc Alex. Brown Inc. (the "Underwriter") pursuant to which certain
Certificates were sold (collectively, the "Underwritten Certificates"), (iv) the
Purchase Agreement, dated March 19, 2001 (the "Initial Purchase Agreement"),
between the Depositor and the Underwriter (in such capacity, the "Initial
Purchaser") pursuant to which certain Certificates were sold (collectively, the
"Non-Offered Certificates"), (v) the Purchase Agreement, dated March 19, 2001
(the "Subsequent Purchase Agreement," together with the Initial Purchase
Agreement, the "Purchase Agreement"), between the Underwriter and Windermere
Master, L.P. and (vi) the Prospectus Supplement, dated March 19, 2001 (the
"Prospectus Supplement"), and the Prospectus to which it relates, dated March
19, 2001 (the "Base Prospectus"; together with the Prospectus Supplement, the
"Prospectus). The Mortgage Loan Purchase Agreement, the Pooling and Servicing
Agreement, the Underwriting Agreement and the Purchase Agreement are
collectively referred to herein as the "Agreements." Capitalized terms not
defined herein have the meanings assigned to them in the Agreements.
In rendering this opinion letter, we have examined the documents
described above and such
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other documents as we have deemed necessary including, where we have deemed
appropriate, representations or certifications of officers of parties thereto or
public officials. In rendering this opinion letter, except for the matters that
are specifically addressed in the opinions expressed below, we have assumed (i)
the authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as copies, (ii) the
necessary entity formation and continuing existence in the jurisdiction of
formation, and the necessary licensing and qualification in all jurisdictions,
of all parties to all documents, (iii) the necessary authorization, execution,
delivery and enforceability of all documents, and the necessary entity power
with respect thereto, and (iv) that there is not any other agreement that
modifies or supplements the agreements expressed in the documents to which this
opinion letter relates and that renders any of the opinions expressed below
inconsistent with such documents as so modified or supplemented. In rendering
this opinion letter, we have made no inquiry, have conducted no investigation
and assume no responsibility with respect to (a) the accuracy of and compliance
by the parties thereto with the representations, warranties and covenants
contained in any document or (b) the conformity of the underlying assets and
related documents to the requirements of the agreements to which this opinion
letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law and
(ii) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties.
In rendering this opinion letter, we do not express any opinion
concerning any laws other than the federal laws of the United States, the laws
of the State of New York and the State of Delaware.
We do not express any opinion with respect to the securities laws of any
jurisdiction or any other matter not specifically addressed in the opinions
expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, will constitute a valid and legally binding agreement
under the laws of the State of New York, enforceable
thereunder against the Depositor thereto in accordance with
its terms.
2. The Certificates, assuming the execution, authentication and
delivery in accordance with the related Pooling and Servicing
Agreement and the delivery thereof and payment therefor as
contemplated in the Registration Statement and in the
prospectus and prospectus supplement delivered in connection
with such Certificates, will be legally and validly issued and
outstanding, fully paid and non-assessable and entitled
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to the benefits of that Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, each of
REMIC 1, REMIC II & REMIC III will qualify as a REMIC within
the meaning of the "REMIC Provisions" of the Code, the Class
R-I Interest will constitute the sole class of "residual
interests" in REMIC I, the Class R-I Interest will constitute
the sole class of "residual interests" in REMIC II, and the
Class R-III Certificates will constitute the sole classes of
"residual interests" in REMIC III. The Class A Certificate and
the Mezzanine Certificates will represent ownership of
"regular interests" in REMIC II and the Class X Certificates
and the Class N Certificates will represent ownership of
"regular interests" in REMIC III, and will generally be
treated as debt instruments of REMIC II and REMIC III,
respectively, within the meaning of the REMIC Provisions in
effect on the date hereof. This opinion confirms and adopts
the opinion set forth in the Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Federal Income Tax Consequences" and "Legal Matters," without admitting that we
are "persons" within the meaning of Section 7(a) or 11(a)(4) of the 1933 Act, or
"experts" within the meaning of Section 11 thereof, with respect to any portion
of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD