EXHIBIT 5.1
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
PHONE 212-806-5400
FAX 212-806-6006
February 23, 2001
Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071
Re: Aames Capital Corporation and Aames Capital Acceptance Corp.
Registration Statement on Form S-3 (File No. 333-54184)
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Ladies and Gentleman:
We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC"), in connection with the authorization and proposed issuance from time
to time after the date hereof in one or more series (each, a "Series") of up to
$2,000,000,000 aggregate principal amount of asset-backed certificates (the
"Certificates") to be offered pursuant to a registration statement on Form S-3
(File No. 333-54184) (such registration statement, the "Registration Statement")
relating to the Certificates. The Registration Statement has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder. As set forth in the Registration Statement, each Series of
Certificates will be issued under and pursuant to the conditions of a separate
pooling and servicing agreement (each, a "Pooling and Servicing Agreement")
among either ACC or ACAC, as applicable, as transferor (the "Transferor" for
such Series), ACC, as servicer (in such capacity, the "Servicer"), and a trustee
to be identified in the prospectus supplement for each Series of Certificates
(the "Trustee") for such Series).
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the organizational documents of ACC and ACAC, the form
of Pooling and Servicing Agreement filed as an exhibit to the Registration
Statement, the forms of Certificates included in such form of Pooling and
Servicing Agreement, the prospectus (the "Prospectus")
Aames Capital Corporation
Aames Capital Acceptance Corp.
February 23, 2001
Page 2
and the forms of prospectus supplements filed as exhibits to the Registration
Statement, and such other records, documents and statutes as we have deemed
necessary for the purpose of rendering this opinion.
In our examination of such material, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us as certified or reproduced copies. We have also assumed for purposes of
the opinion given in paragraph 2 below, that the Pooling and Servicing Agreement
has been duly and validly authorized, executed and delivered by all parties
thereto. As to various matters material to such opinions, we have relied upon
the representations and warranties in the form of Pooling and Servicing
Agreement and statements and certificates of officers and representatives of ACC
and ACAC and others.
Based upon the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized by all necessary action on the
part of the related Transferor and has been duly and validly executed and
delivered by such Transferor, the Servicer, the Trustee and any other party
thereto for such Series, such Pooling and Servicing Agreement will constitute a
legal, valid and binding agreement of such Transferor, enforceable against such
Transferor, in accordance with its terms, except as enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other similar laws relating to or affecting
creditors' rights generally or (b) general principles of equity or public
policy, regardless of whether such enforceability is considered in a proceeding
in equity or at law.
2. When a Series of Certificates has been duly and validly
authorized by all necessary action on the part of the related Transferor, duly
and validly executed and authenticated by the Trustee for such Series in
accordance with the terms of the related Pooling and Servicing Agreement, and
issued and delivered against payment therefor as contemplated in the
Registration Statement, the Certificates of such Series will be legally and
validly issued, and the holders thereof will be entitled to the benefits of the
related Pooling and Servicing Agreement, except as enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other similar laws relating to or affecting
creditors' rights generally or (b) general principles of equity or public
policy, regardless of whether such enforceability is considered in a proceeding
in equity or at law.
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 and the
federal laws of the United States of America.
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Aames Capital Corporation
Aames Capital Acceptance Corp.
February 23, 2001
Page 3
We hereby consent to the filing of this letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus, without implying or 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 5.1.
Sincerely,
STROOCK & STROOCK & LAVAN LLP
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