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Exhibit 8.1
ANDREWS & KURTH L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
ATTORNEYS
OTHER OFFICES: 1701 PENNSYLVANIA AVENUE, N.W.
HOUSTON SUITE 200 TELEPHONE: (202) 662-2700
DALLAS WASHINGTON, D.C. 20006-5805 TELECOPIER: (202) 662-2739
LOS ANGELES TELEX: 79-1208
NEW YORK
THE WOODLANDS
LONDON
February 5, 1997
Aames Capital Corporation
Aames Capital Acceptance Corp.
3731 Wilshire Boulevard, 10th Floor
Los Angeles, California 90010
Re: Aames Capital Corporation and Aames Capital Acceptance Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Aames Capital Corporation, a California
corporation ("ACC"), and Aames Capital Acceptance Corp., a Delaware corporation
("ACAC" and, together with ACC, the "Transferors"), 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 $2,800,000,000 aggregate
principal amount of asset-backed certificates (the "Certificates") and
asset-backed bonds (the "Bonds") to be offered pursuant to a registration
statement on Form S-3 (such registration statement, the "Registration
Statement") relating to the Certificates and the Bonds. The Registration
Statement has been filed with the Securities and Exchange 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 one of the Transferors, as transferor, Aames Capital
Corporation, as servicer (in such capacity, the "Servicer") and a trustee to be
identified in the prospectus supplement for such Series of Certificates (the
"Trustee" for such Series of Certificates); each Series of Bonds will be issued
under and pursuant to the conditions of indenture (an "Indenture") between ACAC
or a trust, partnership, limited liability company or corporation formed by the
Transferor solely for the purpose of issuing the related series of Bonds (the
Transferor or any such entity, as applicable, the "Bond Issuer") and a trustee
to be identified in the prospectus supplement for such Series of Bonds (the
"Trustee" for such Series of Bonds).
We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and such other documents, records and instruments as we have
deemed necessary for the purpose of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Pooling and Servicing Agreement and each Indenture will be duly authorized by
all necessary corporate action on the part of the related Transferor, or Bond
Issuer, as applicable, the related Trustee, the Servicer, as applicable, and
any other party thereto for the related Series of Certificates or Bonds and
will be duly executed and delivered by the related Transferor, or Bond Issuer,
as applicable, the related Trustee, the Servicer, as applicable, and any other
party thereto substantially in the form filed as an exhibit to the Registration
Statement, that the Certificates or the Bonds of each Series will be duly
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Aames Capital Acceptance Corp.
February 5, 1997
Page 2
executed and delivered substantially in the forms set forth in the form of
Pooling and Servicing Agreement incorporated by reference as an exhibit to the
Registration Statement or the form of Indenture filed as an exhibit to the
Registration Statement and that the Certificates or the Bonds will be sold in
the manner described in the Registration Statement.
Based upon such examination and the qualifications set forth herein and in
reliance thereon, we are of the opinion that the information in the Prospectus
under the caption "Certain Federal Income Tax Consequences," to the extent it
constitutes matters of law or legal conclusions, is correct in all material
respects.
The opinion herein is based upon our interpretations of current law,
including court authority and existing final and temporary treasury
regulations, which are subject to change both prospectively and retroactively,
and upon the facts and assumptions discussed herein. This opinion letter is
limited to the matters set forth herein, and no opinions are intended to be
implied or may be inferred beyond those expressly stated herein. Our opinions
are rendered as of the date hereof and we assume no obligation to update or
supplement these opinions or any matter related to these opinions to reflect
any change of fact, circumstances or law after the date hereof. In addition,
our opinions are based on the assumption that the matter, if litigated, will be
properly presented to the applicable court. Furthermore, our opinions are not
binding on the Internal Revenue Service or a court. Our opinion represents
merely our best legal judgment on the matters presented; others may disagree
with our conclusion. There can be no assurance that the Internal Revenue
Service will not take a contrary position or that a court would agree with our
opinion if litigated. In the event any one of the statements, representations
or assumptions we have relied upon to issue this opinion is incorrect, our
opinion might be adversely affected and may not be relied upon.
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
"Certain Federal Income Tax Consequences" in the Prospectus, without admitting
that we are "experts" within the meaning of the 1933 Act or the rules and
regulations promulgated thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Sincerely,
/s/ ANDREWS & KURTH L.L.P.