Exhibit 5.1
Opinion of Brown & Wood LLP as to legality
September 30, 1999
ACE Securities Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Re: ACE Securities Corp.,
Registration Statement on Form S-3
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Ladies and Gentlemen:
We will act 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 Certificates (the
"Certificates") and Asset Backed Notes (the "Notes," and together with the
Certificates, the "Securities"). The Securities are being 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. The Securities will be offered pursuant to
a prospectus, as supplemented by a prospectus supplement (the applicable "Base
Prospectus" and "Prospectus Supplement," respectively), which will be filed with
the Commission pursuant to Rule 424 under the Securities Exchange Act. As set
forth in the Registration Statement, each Series of Certificates will be issued
under either (a) a separate pooling and servicing agreement (each, a "Pooling
and Servicing Agreement") among the Company, a trustee to be identified in the
Prospectus Supplement for such Series of Certificates (a "Trustee") and a
Servicer (the "Servicer") to be identified in the Prospectus Supplement for such
Series of Certificates or (b) under a separate trust agreement (each, a "Trust
Agreement") between the Company and an owner trustee to be identified in the
Prospectus Supplement for such Series of Certificates (an "Owner Trustee"),
pursuant to which a trust (the "Trust") will be created. Each Series of Notes
will be issued under a separate indenture (each, an "Indenture") between the
Trust and an indenture trustee to be identified in the Prospectus Supplement for
such Series of Notes (an "Indenture Trustee").
We have examined copies of the Company's Certificate of Incorporation,
Bylaws, the form of Pooling & Servicing Agreement, the form of Trust Agreement,
the form of Indenture (each as incorporated by reference as an exhibit to the
Registration Statement) and such other records, documents and statutes as we
have deemed necessary for purposes of this opinion.
ACE Securities Corp.
September 30, 1999
Page 2
Based upon the foregoing, we are of the opinion that:
(1) When any Pooling and Servicing Agreement or Trust Agreement
relating to a Series of Certificates 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 Trustee or the
Owner Trustee, as applicable, any Servicer, if applicable, and any
other party thereto, such Pooling and Servicing Agreement or Trust
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,
reorganization, moratorium or other similar laws now or hereafter
relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
(2) When a Series of Certificates 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 or Owner Trustee
for such Series in accordance with the terms of the related Pooling and
Servicing Agreement or Trust Agreement, as applicable, and issued and
delivered against payment therefor as described in the Registration
Statement, 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 Pooling and Servicing Agreement
or Trust Agreement, as applicable.
(3) When any Indenture relating to a Series of Notes has been
duly and validly authorized by all necessary action on the part of the
Trust and has been duly executed and delivered by the Trust, the
Indenture Trustee and any other party thereto, such Indenture will
constitute a legal, valid and binding agreement of the Trust,
enforceable against the Trust in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
(4) When a Series of Notes has been duly authorized by all
necessary action on the part of the Trust (subject to the terms thereof
being otherwise in compliance with applicable law at such time), duly
executed and authenticated by the Indenture Trustee for such Series in
accordance with the terms of the related Indenture and issued and
delivered against payment therefor as described in the Registration
Statement, such Series of Notes will be legally and validly issued,
fully paid and nonassessable, and the holders thereof will be entitled
to the benefits of the related Indenture.
We have also advised the Company with respect to certain federal
income tax consequences of the proposed issuance of the Securities. This
advice is summarized under "Material Federal Income Tax Considerations" in
each Base Prospectus. Such description does not purport to discuss all
possible federal income tax ramifications of the proposed issuance, but
ACE Securities Corp.
September 30, 1999
Page 3
with respect to those federal income tax consequences that are discussed, in
our opinion, the description is accurate 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
Considerations" in the applicable 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 Commission issued thereunder, with
respect to any part of any Base Prospectus or Prospectus Supplement.
Very truly yours,
/s/ Brown & Wood LLP