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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)
July 29, 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)
Attached as Exhibit 99.1 to this Current Report, 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).
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
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(1) Capitalized terms used but not otherwise defined herein shall have the same
meaning ascribed to them in the Prospectus.
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
Name: Elizabeth Eldridge
Title: Vice President
Dated: August 2, 1999
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Opinion of Brown & Wood LLP ,
regarding the legality of the securities
being offered and regarding tax matters 6
EXHIBIT 99.1 OPINION OF BROWN & WOOD LLP
July 28, 1999
ACE Securities Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Re: ACE Securities Corp. Registration Statement
on Form S-3 (File No. 333-56213)
Ladies and Gentlemen:
We have acted as counsel for ACE Securities Corp., a Delaware corporation
(the "Company"), in connection with the offering of the Company's Home Equity
Loan Trust 1999-LB2 Pass-Through Certificates, Class A, Class M1, Class M2 and
Class B Certificates (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 a prospectus, dated July 26, 1999, as supplemented by a prospectus
supplement dated July 28, 1999 (collectively, the "Prospectus"), 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, the
Securities will be issued under and pursuant to the conditions of a pooling
and servicing agreement dated as of July 1, 1999 (the "Agreement"), among the
Company, The Bank of New York, as trustee (the "Trustee") and Long Beach
Mortgage Company, as servicer (the "Servicer").
Capitalized terms used but not defined herein have the meanings assigned
to them in the Agreement.
We have examined copies of the Company's Certificate of Incorporation,
the Company's By-laws, the Agreement, the Securities 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) The Agreement has been duly and validly authorized by all
necessary action on the part of the Company, and when the Agreement has
been duly executed and delivered by the Company, the Servicer and the
Trustee, the 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) The Securities have been duly authorized by all necessary action
on the part of the Company, and when the Securities have been duly
executed and authenticated by the Trustee in accordance with the terms of
the Agreement and issued and delivered against payment therefor as
described in the Registration Statement, the Securities will be legally
and validly issued, fully paid and nonassessable, and the holders thereof
will be entitled to the benefits of the Agreement;
(3) The statements under the caption "Material Federal Income Tax
Considerations" in the Prospectus insofar as such statements constitute
conclusions of law, are true and correct in all material respects as set
forth therein; and
(4) Under existing law, assuming a REMIC election is made and
assuming compliance with all provisions of the Agreement, for federal
income tax purposes, the Trust Fund, exclusive of the Basis Risk Reserve
Fund, will qualify as a "real estate mortgage investment conduit"
("REMIC") pursuant to Section 860D of the Internal Revenue Code of 1986,
as amended (the "Code"); each of the Certificates, other than the Class R
Certificate, will evidence ownership of REMIC "regular interests" in the
REMIC within the meaning of Section 860G(a)(1) of the Code and the Class
R Certificate will be designated as the sole class of "residual interest"
in the REMIC within the meaning of Section 860G(a)(2) of the Code; the
Basis Risk Reserve Fund is an "outside reserve fund" that is beneficially
owned by the holder of the Class R Certificate; the rights of the holders
of the Certificates, other than the Class R Certificates, to receive
payment of any Basis Risk Shortfall from the Basis Risk Reserve Fund
represent, for federal income tax purposes, an interest in an interest
rate cap contract.
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 Prospectus, 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 Prospectus.
Very truly yours,
/s/ Brown & Wood LLP