EXHIBIT 5.2
October 8, 1996
Access Financial Lending Corp.
400 Highway 169 South
Suite 400
St. Louis Park, Minnesota 55426-0365
Re: Access Financial Lending Corp.
Asset Backed Notes
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 Notes ("Notes") which the Registrant plans to offer in series, each
series to be issued under a separate indenture (an "Indenture"), 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 Notes
(the "Servicer" for such series), and a trustee to be identified in the
prospectus supplement for such series of Notes (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.
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
Access Financial Lending Corp.
October 8, 1996
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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 Notes, an Indenture 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 Indenture will
be a valid and legally binding obligation of the Company; and
2. When an Indenture for a series of Notes 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 Notes of such series
have been duly executed and authenticated in accordance with the provisions
of the Indenture, 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 Notes will
be legally and validly issued, fully paid and nonassessable, and the
holders of such Notes will be entitled to the benefits of such Indenture.
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. 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."
Very truly yours,
DEWEY BALLANTINE
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