EXHIBIT 5.2
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
PHONE 212-806-5400
FAX 212-806-6006
September 21, 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
$2,003,994,800 aggregate principal amount of asset-backed bonds (the "Bonds"),
of which, $1,703,994,800 remains available as of the date hereof, 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 Bonds. 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 Bonds will be issued under and
pursuant to the conditions of an indenture (an "Indenture") between ACC or ACAC,
as applicable, as transferor (the "Transferor" for such Series), or a trust,
partnership, limited liability company or corporation formed by ACC or ACAC
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).
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the organizational documents of ACC and ACAC, the form
Indenture filed as an exhibit to the Registration Statement, the form Bonds
included in such form of Indenture, the prospectus (the "Prospectus") 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 an Indenture for a Series of Bonds has been duly and validly
authorized by all necessary action on the part of the related Bond Issuer and
has been duly and validly executed and delivered by the related Bond Issuer and
the Trustee and any other party thereto for such Series, such Indenture will
constitute a legal, valid and binding agreement of the related Bond Issuer,
enforceable against the related Bond Issuer, 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 Bonds has been duly authorized by all necessary
action on the part of the related Bond Issuer, duly executed and authenticated
by the Trustee for such Series in accordance with the terms of the related
Indenture, and issued and delivered against payment therefor as contemplated in
the Registration Statement, the Bonds of such Series will be valid and binding
non-recourse obligations of the related Bond Issuer, enforceable against the
related Bond Issuer, in accordance with their 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.
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.
We hereby consent to the filing of this letter as Exhibit 5.2 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 5.2.
Sincerely,
STROOCK & STROOCK & LAVAN LLP
/s/ STROOCK & STROOCK & LAVAN LLP