EXHIBIT 5.1


                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                          New York, New York 10038-4982




[                          ]



ACE Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina 28211


Gentlemen:

We have acted as special counsel to ACE Securities Corp. (the "Company") in
connection with the preparation of a registration statement on Form S-3 (the
"Registration Statement") relating to the proposed offering from time to time in
one or more series (each, a "Series") by one or more trusts of Asset-Backed
Certificates (the "Certificates") and Asset-Backed Notes (the "Notes" and
together with the Certificates, the "Securities"). The Registration Statement
has been filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"). As set forth in the
Registration Statement, each Series of Securities is to be issued under and
pursuant to the terms of a separate pooling and servicing agreement, or sale and
servicing agreement, trust agreement and indenture (each, an "Agreement") among
the Company, as depositor, the servicer and an independent trustee (the
"Trustee") to be identified in the prospectus supplement for each Series of
Securities.

As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the Company, the Registration Statement, each base Prospectus and
forms of Prospectus Supplement included therein, the form of each Agreement, and
originals or copies of such other corporate minutes, records, agreements and
other instruments of the Company, certificates of public officials and other
documents and have made such examinations of law, as we have deemed necessary to
form the basis for the opinions hereinafter expressed. In our examination of
such materials, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to such opinions, we have relied, to the extent we deemed
appropriate, upon representations, statements and certificates of officers and
representatives of the Company and others.

Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not express any opinion herein concerning
any law other than the federal laws of the United States of America, the laws of
the State of New York and the General Corporation Law of the State of Delaware.

Based upon and subject to the foregoing, we are of the opinion that:

1. When the issuance, execution and delivery of each Series of Notes has been
authorized by all necessary corporate action of the Company in accordance with
the provisions of the related Agreement or Agreements, and when such Notes have
been duly executed and delivered, authenticated by the Trustee and sold as
described in the Registration Statement, assuming that the terms of such Notes
are otherwise in compliance with applicable law at such time, such Notes will
constitute binding obligations of the issuer thereof in accordance with their
terms and the terms of such Agreement or Agreements. This opinion is subject to
the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto and we express no opinion with respect to the
application of equitable principles or remedies in any proceeding, whether at
law or in equity.

2. When the issuance, execution and delivery of each Series of Certificates has
been authorized by all necessary corporate action of the Company in accordance
with the provisions of the related Agreement or Agreements, and when such
Certificates have been duly executed and delivered, authenticated by the Trustee
and sold as described in the Registration Statement, assuming that the terms of
such Certificates are otherwise in compliance with applicable law at such time,
such Certificates will be legally issued, fully paid and non-assessable.

3. The statements set forth in a base Prospectus under the heading "Certain
Income Tax Consequences," "Material Federal Income Tax Consequences," and "Tax
Matters," to the extent they constitute matters of law or legal conclusions with
respect thereto, are correct in all material respects.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to this firm in the Prospectus and the
related Prospectus Supplement which forms a part of the Registration Statement
and to the filing of this opinion as an exhibit to any application made by or on
behalf of the Company or any dealer in connection with the registration of the
Securities under the securities or blue sky laws of any state or jurisdiction.
In giving such consent, we do not admit hereby that we come within the category
of persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder.

Very truly yours,

/s/ Stroock & Stroock & Lavan LLP

STROOCK & STROOCK & LAVAN LLP