EXHIBIT 5.1
[LETTERHEAD]
June 5, 1998
ACE Securities Corp.
6707 Fairview Road, Suite D
Charlotte, North Carolina 28210
Re: Asset Backed Certificates and Asset Backed Notes
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Ladies and Gentlemen:
We have acted as your special counsel in connection with the
registration statement filed with the Securities and Exchange Commission (the
"Commission") on the date hereof (the "Registration Statement"). The
Registration Statement covers Asset Backed Certificates ("Certificates") and
Asset Backed Notes ("Notes" and, together with the Certificates, the
"Securities") to be sold by ACE Securities Corp. (the "Company") in one or more
series (each, a "Series") of Securities. Each Series of Certificates will be
issued under 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. Each Series of Notes will be issued under a separate
indenture (each, an "Indenture") between the Company and an indenture trustee to
be identified in the Prospectus Supplement for such Series of Notes (an
"Indenture Trustee"). A form of Pooling and Servicing Agreement and a form of
Indenture are included as Exhibits to the Registration Statement. Capitalized
terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Registration Statement.
We have examined originals or copies certified or otherwise identified
to our satisfaction of such documents and records of the Company, and such
public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
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ACE Securities Corp. June 5, 1998
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the Company, a Trustee and the Servicer, such
Pooling and Servicing Agreement will constitute a valid and
legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws
affecting the enforcement of rights of creditors generally and to
general principles of equity and the discretion of the court
(regardless of whether enforceability is considered in a
proceeding in equity or at law);
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the Company, a Trustee and the Servicer, and the
Certificates of such Series have been duly executed,
authenticated, delivered and sold as contemplated in the
Registration Statement, such Certificates will be legally and
validly issued, fully paid and nonassessable, and the holders of
such Certificates will be entitled to the benefits of such
Pooling and Servicing Agreement;
3. When an Indenture for a Series of Notes has been duly and validly
authorized, executed and delivered by the Company and an
Indenture Trustee, such Indenture will constitute a valid and
legally binding agreement of the Company, enforceable against the
Company in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws
affecting the enforcement of rights of creditors generally and to
general principles of equity and the discretion of the court
(regardless of whether enforceability is considered in a
proceeding in equity or at law); and
4. When an Indenture for a Series of Notes has been duly and validly
authorized, executed and delivered by the Company and an
Indenture Trustee, and the Notes of such Series have been duly
executed, authenticated, delivered and sold as contemplated in
the Registration Statement, 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.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
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ACE Securities Corp. June 5, 1998
Very truly yours,
/s/ CADWALADER, WICKERSHAM & TAFT