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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
June 16, 1999
ACE Securities Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-56213 56-2088493
(State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
6707 Fairview Road, Suite D
Charlotte, North Carolina 28210
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (704) 365-0569
No Change
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.1
Filing of Certain Materials
ACE Securities Corp. (the "Company") is filing an opinion regarding
the legality of the securities being offered and regarding tax
matters with the Securities and Exchange Commission as an exhibit to
the Company's Registration Statement on Form S-3 (File No.
333-56213).
____________________
1 Capitalized terms used but not otherwise defined herein shall have the
same meanings ascribed to them in the Prospectus.
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Opinion of Brown & Wood LLP, regarding the legality
of the securities being offered and regarding tax
matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ACE SECURITIES CORP.
By: /s/ Elizabeth Eldridge
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Name: Elizabeth Eldridge
Title: Vice President
Dated: June 16, 1999
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Opinion of Brown & Wood LLP P
EXHIBIT 99.1 OPINION OF BROWN & WOOD LLP (P)
June 16, 1999
ACE Securities Corp.
6707 Fairview Road, Suite D
Charlotte, North Carolina 28210
Re: ACE Securities Corp. Registration Statement
on Form S-3 (File No. 333-26527)
Ladies and Gentlemen:
We have acted as counsel for ACE Securities Corp., a Delaware
corporation (the "Company"), in connection with the offering, from time to
time, in one or more Series (each, a "Series") of the Company's Asset Backed
Notes (the "Notes") and Asset Backed Certificates (the "Certificates," and
together with the Notes, the "Securities"). The Securities have been
registered pursuant to the Securities Act of 1933, as amended (the "Act"), by
means of a Registration Statement of the Company on Form S-3 (File No.
333-56213), which was declared effective by the Securities and Exchange
Commission on October 13, 1998 (the "Registration Statement"). The Securities
will be offered pursuant to the prospectus, as supplemented by a prospectus
supplement (the "Base Prospectus" and "Prospectus Supplement," respectively),
which will be filed with the Commission pursuant to Rule 424 under the
Securities Exchange Act of 1934, as amended. 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 Certificate of
Incorporation, 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, and the holders
thereof will be entitled to the benefits of the related Agreement.
3. The information set forth under "Material Federal Income Tax
Consequences" in the Base Prospectus, to the extent that it constitutes
matters of law or legal conclusions, is correct in all material respects.
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 hereby consent to the filing of this letter and to the references
to this firm under the headings "Legal Matters" and " Material Federal Income
Tax Consequences" in the Base Prospectus and Prospectus Supplement, without
implying or admitting that we are "experts" within the meaning of the Act or
the rules and regulations of the Securities and Exchange Commission issued
thereunder, with respect to any part of the Base Prospectus or Prospectus
Supplement.
Very truly yours,
/s/ Brown & Wood LLP