EXHIBIT 5.1
May 2, 2001
Ace Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, NC 28211
Re: Ace Securities Corp.
Registration Statement on Form S-3
File No. 333-45458
------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Ace Securities Corp., a Delaware
corporation (the "Company"), in connection with the authorization and issuance
from time to time in one or more series of asset-backed notes (the "Notes")
and asset-backed certificates (the "Certificates" and, together with the
Notes, the "Securities"). The securities will be issued pursuant to the
registration statement on Form S-3 of the Company, File No. 333-45458 (the
"Registration Statement"). As set forth in the Registration Statement, each
series of Securities will be issued under and pursuant to the conditions of a
separate pooling and servicing agreement, trust agreement or indenture (each,
an "Agreement") among the Company, a trustee (the "Trustee") and where
appropriate, a servicer (the "Servicer"), each to be identified in the
prospectus supplement for such Series of Securities.
We have examined copies of the Company's Articles of Association, the
Company's By-laws and forms of each Agreement, as filed or incorporated by
reference as exhibits to the Registration Statement, and the forms of
Securities included in any Agreement so filed or incorporated by reference in
the Registration Statement and such other records, documents and statutes as
we have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. When any Agreement relating to a Series of Securities has
been duly and validly authorized by all necessary action on the part of the
Company and has been duly executed and delivered by the Company, the Servicer,
if any, the Trustee and any other party thereto, such Agreement will
constitute a legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws relating to or
affecting creditors' rights generally or by general equity principles.
2. When a series of Securities has been duly authorized by
all necessary action on the part of the Company (subject to the terms thereof
being otherwise in compliance with applicable law at such time), duly executed
and authenticated by the Trustee for such series in accordance with the terms
of the related Agreement and issued and delivered against payment therefor as
described in the Registration Statement, such series of Securities will be
legally and validly issued, fully paid and nonassessable, binding obligations
of the related Trust, and the holders thereof will be entitled to the benefits
of the related Agreement.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein) and the federal laws of the
United States of America. We note that the Registration Statement provides
that a Trust may be organized as a business trust under Delaware law, and that
the form of trust agreement included as Exhibit 4.3 provides that it shall be
governed by Delaware law. Accordingly, we express no opinion herein regarding
the Securities to the extent issued by a Delaware business trust pursuant to
such a trust agreement.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in each Prospectus forming a part of the Registration
Statement, without admitting that we are "experts" within the meaning of the
1933 Act or the Rules and Regulations of the Commission issued thereunder,
with respect to any part of the Registration Statement, including this
exhibit.
Very truly yours,
/s/ SIDLEY AUSTIN BROWN & WOOD LLP
SIDLEY AUSTIN BROWN & WOOD LLP
EXHIBIT 8.1
May 2, 2001
Ace Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, NC 28211
Re: Ace Securities Corp.
Registration Statement on Form S-3
File No. 333-45458
--------------------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel for Ace Securities Corp., a
Delaware corporation (the "Company"), in connection with the authorization and
issuance from time to time in one or more series (each, a "Series") of
asset-backed securities (the "Securities"). The Securities will be issued
pursuant to the registration statement on Form S-3 of the Company, File No.
333-45458 (the "Registration Statement"). The Registration Statement has been
filed with, and declared effective by, the Securities and Exchange Commission
under the 1933 Act. As set forth in the Registration Statement, each Series of
Securities will be issued under and pursuant to the conditions of a separate
pooling and servicing agreement, pooling agreement, trust agreement or
indenture (each an "Agreement") among the Company, a trustee (the "Trustee")
and, where appropriate, a servicer (the "Servicer"), each to be identified in
the prospectus supplement for such Series of Securities.
We have examined the prospectuses contained in the Registration
Statement (each, a "Prospectus") and such other documents, records and
instruments as we have deemed necessary for the purposes of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the
part of the Company, the Trustee, the Servicer (where applicable) and any
other party thereto for such Series of Securities and will be duly executed
and delivered by the Company, the Trustee, the Servicer and any other party
thereto substantially in the applicable form filed or incorporated by
reference as an exhibit to the Registration Statement, that each Series of
Securities will be duly executed and delivered in substantially the forms set
forth in the related Agreement filed or incorporated by reference as an
exhibit to the Registration Statement, and that Securities will be sold as
described in the Registration Statement.
As special tax counsel to the Company, we have advised the Company
with respect to the material federal income tax aspects of the proposed
issuance of each Series of Securities pursuant to the related Agreement. Such
advice has formed the basis for the description of selected federal income tax
consequences for holders of such Securities that appear under the heading
"Material Federal Income Tax Considerations" in each Prospectus forming a part
of the Registration Statement. Such description does not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Securities, but with respect to those federal income tax consequences which
are discussed, in our opinion, the description is accurate in all material
respects. We hereby confirm and adopt each of our opinions stated under the
heading "Material Federal Income Tax Considerations" in each Prospectus
forming a part of the Registration Statement.
This opinion is based on the facts and circumstances set forth in the
Registration Statement and in the other documents reviewed by us. Our opinion
as to the matters set forth herein could change with respect to a particular
Series of Securities as a result of changes in fact or circumstances, changes
in the terms of the documents reviewed by us, or changes in the law subsequent
to the date hereof. Because the Prospectuses contemplate Series of Securities
with numerous different characteristics, you should be aware that the
particular characteristics of each Series of Securities must be considered in
determining the applicability of this opinion to a particular Series of
Securities.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Material Federal Income Tax Considerations" in each Prospectus forming a part
of the Registration Statement, without admitting that we are "experts" within
the meaning of the 1933 Act or the Rules and Regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit.
This letter is solely for the benefit of the Company and investors in
the Securities in connection with the transactions described in the first
paragraph above and may not be relied upon by, nor may copies be delivered to,
any other person, nor may this letter be relied upon by the Company or
investors in the Securities for any other purpose, without our prior written
consent.
Very truly yours,
/s/ SIDLEY AUSTIN BROWN & WOOD LLP
SIDLEY AUSTIN BROWN & WOOD LLP