Exhibit 5.1
July 25, 1996
Access Financial Lending Corp.
400 Highway 169 South
Suite 400
St. Louis Park, Minnesota 55426-0365
Re: Access Financial Lending Corp.
Asset Backed Securities
-----------------------
Ladies and Gentlemen:
We have acted as counsel to Access Financial Lending Corp.
(the "Registrant") in connection with the preparation and filing of the
registration statement on Form S-3 (such registration statement, the
"Registration Statement") being filed today with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), in
respect of Asset Backed Securities ("Securities") which the Registrant plans to
offer in series, each series to be issued under a separate pooling and servicing
agreement (a "Pooling and Servicing Agreement"), in substantially one of the
forms incorporated by reference as Exhibits to the Registration Statement, among
Access Financial Lending Corp. (the "Company"), a servicer to be identified in
the prospectus supplement for such series of Securities (the "Servicer" for such
series), and a trustee to be identified in the prospectus supplement for such
series of Securities (the "Trustee" for such series).
We have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such documents and
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
The opinions expressed below are subject to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and to general equity principles.
Access Financial Lending Corp.
July 25, 1996
Page 2
We are admitted to the Bar of the State of New York and we
express no opinion as to the laws of any other jurisdiction except as to matters
that are governed by Federal law or the laws of the State of New York. All
opinions expressed herein are based on laws, regulations and policy guidelines
currently in force and may be affected by future regulations.
Based upon the foregoing, we are of the opinion that:
1. When, in respect of a series of Securities, a Pooling and
Servicing Agreement has been duly authorized by all necessary action
and duly executed and delivered by the Company, the Servicer and the
Trustee for such series, such Pooling and Servicing Agreement will be a
valid and legally binding obligation of the Company; and
2. When a Pooling and Servicing Agreement for a series of
Securities has been duly authorized by all necessary action and duly
executed and delivered by the Company, the Servicer and the Trustee for
such series, and when the Securities of such series have been duly
executed and authenticated in accordance with the provisions of the
Pooling and Servicing Agreement, and issued and sold as contemplated in
the Registration Statement and the prospectus, as amended or
supplemented and delivered pursuant to Section 5 of the Act in
connection therewith, such Securities will be legally and validly
issued, fully paid and nonassessable, and the holders of such
Securities will be entitled to the benefits of such Pooling and
Servicing Agreement.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to Dewey Ballantine in the
Registration Statement and the related prospectus under the heading "Legal
Matters."
This opinion is furnished by us as counsel to the Registrant
and is solely for the benefit of the addressees hereof. It may not be relied
upon by any other person or for any other purpose without our prior written
consent.
Very truly yours,