EXHIBIT 5.1
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STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
PHONE 212-806-5400
FAX 212-806-6006
December 13, 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 certificates (the
"Certificates"), of which, $1,528,994,800 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 Certificates. 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
Certificates will be issued under and pursuant to the conditions of a separate
pooling and servicing agreement (each, a "Pooling and Servicing Agreement")
among either ACC or ACAC, as applicable, as transferor (the "Transferor" for
such Series), ACC or such other entity identified in the applicable prospectus
supplement, as servicer (in such capacity, the "Servicer"), and a trustee
to be identified in the prospectus supplement for each Series of Certificates
(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 of
Pooling and Servicing Agreement filed as an exhibit to the Registration
Statement, the forms of Certificates included in such form of Pooling and
Servicing Agreement, 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 a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized by all necessary action on the part of the
related Transferor and has been duly and validly executed and delivered by such
Transferor, the Servicer, the Trustee and any other party thereto for such
Series, such Pooling and Servicing Agreement will constitute a legal, valid and
binding agreement of such Transferor, enforceable against such Transferor, 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 Certificates has been duly and validly authorized by
all necessary action on the part of the related Transferor, duly and validly
executed and authenticated by the Trustee for such Series in accordance with the
terms of the related Pooling and Servicing Agreement, and issued and delivered
against payment therefor as contemplated in the Registration Statement, the
Certificates of such Series will be legally and validly issued, and the holders
thereof will be entitled to the benefits of the related Pooling and Servicing
Agreement, 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 5.1 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 5.1.
Sincerely,
STROOCK & STROOCK & LAVAN LLP
/s/ STROOCK & STROOCK & LAVAN LLP