EXHIBIT 5.1a
SIDLEY AUSTIN BROWN & WOOD LLP
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LONDON WASHINGTON, D.C.
January 7, 2005
Greenwich Capital Acceptance, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
Re: Greenwich Capital Acceptance, Inc.
Financial Asset Securities Corp.
Registration Statement on Form S-3
File Nos. 333-121661 and 333-121661-01
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Ladies and Gentlemen:
We have acted as counsel for Greenwich Capital Acceptance, Inc., a
Delaware corporation, and Financial Asset Securities Corp., a Delaware
corporation (the "Registrants"), in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") relating to
Mortgage-Backed/Asset-Backed Certificates (the "Certificates") and
Mortgage-Backed/Asset-Backed Notes (the "Notes" and, together with the
Certificates, the "Securities") and with the authorization and issuance from
time to time in one or more series (each, a "Series") of Securities. As set
forth in the Registration Statement, each Series of Certificates will be
issued under and pursuant to the terms of a separate pooling and servicing
agreement, master pooling and servicing agreement or trust agreement (each, an
"Agreement") among the related Registrant, a trustee (the "Trustee") and,
where appropriate, a servicer (the "Servicer"), each to be identified in the
prospectus supplement for the related Series of Certificates. As also set
forth in the Registration Statement, each Series of Notes will be issued under
an indenture and a related series supplement (together, an "Indenture")
between an owner trustee acting in behalf of an owner trust established by the
related Registrant and an indenture trustee, each to be identified in the
prospectus supplement for the related Series of Notes.
Greenwich Capital Acceptance, Inc.
Financial Asset Securities Corp.
Page 2
We have examined copies of the Certificate of Incorporation of Greenwich
Capital Acceptance, Inc., the Restated Certificate of Incorporation of
Financial Asset Securities Corp., the the Bylaws of each Registrant and forms
of each Agreement and Indenture, 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 Certificates has been duly
and validly authorized by all necessary action on the part of the related
Registrant and has been duly executed and delivered by such Registrant, the
Servicer, if any, the Trustee and any other party thereto, such Agreement will
constitute a legal, valid and binding agreement of such Registrant.
2. When a Series of Certificates has been duly authorized by all
necessary action on the part of the related Registrant (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 and the prospectus and
prospectus supplement delivered in connection therewith, such Series of
Certificates will be legally and validly issued, fully paid and nonassessable,
and the holders thereof will be entitled to the benefits of the related
Agreement.
3. When an Indenture for a Series of Notes has been duly and validly
authorized by all necessary action on the part of the related Registrant and
has been duly executed and delivered by the parties thereto, such Indenture
will be a legal and valid obligation of the applicable issuer of such Series
of Notes.
4. When a Series of Notes has been duly authorized, executed and
authenticated in accordance with the related Indenture (subject to the terms
thereof being otherwise in compliance with applicable law at such time), and
issued and delivered against payment therefor as described in the Registration
Statement and the prospectus and prospectus supplement delivered in connection
therewith, such Series of Notes will be legally and validly issued, fully paid
and non-assessable, and the holders thereof will be entitled to the benefits
of the Indenture.
In rendering this opinion letter, 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 thereof) and the federal laws of the United States of
America. This opinion letter is further subject to the qualification that
enforceability may be limited by (i) bankruptcy, insolvency or other laws
affecting the enforcement of the rights of creditors generally and (ii)
general equity principles, whether enforcement is sought in a proceeding in
equity or at law.
Greenwich Capital Acceptance, Inc.
Financial Asset Securities Corp.
Page 3
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
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this exhibit.
Very truly yours,
/s/ SIDLEY AUSTIN BROWN & WOOD LLP
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