EXHIBIT 8
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MOORE & VAN ALLEN, PLLC
ATTORNEYS AT LAW
100 NORTH TRYON STREET, FLOOR 47
CHARLOTTE, NORTH CAROLINA 28202
(704) 331-1000
December 12, 1996
First Union Residential Securitization
Transactions, Inc.
One First Union Center
Charlotte, North Carolina 28288-0600
Re: FURST Home Equity Loan Trust 1996-2 Home Equity Loan
Asset-Backed Certificates, Series 1996-2
Ladies and Gentlemen:
We have acted as special counsel for First Union Residential
Securitization Transactions, Inc. (the "Depositor"), a North Carolina
corporation, in connection with the purchase of certain closed-end fixed rate
home equity loans (the "Mortgage Loans") pursuant to the Mortgage Loan Purchase
Agreement, dated as of December 1, 1996 (the "Purchase Agreement") between First
Union National Bank of North Carolina, as seller (the "Seller") and the
Depositor, and the sale by the Depositor of the Mortgage Loans to FURST Home
Equity Loan Trust 1996-2 (the "Trust") created by the Pooling and Servicing
Agreement, dated as of December 1, 1996 (the "Pooling and Servicing Agreement")
among the Seller, the Depositor, First Union National Bank of North Carolina, as
master servicer, First Union National Bank of North Carolina, Trust Department,
as document custodian and Norwest Bank Minnesota, National Association, as
trustee (the "Trustee"). In exchange for the Mortgage Loans, the Trust has
issued to the Depositor Home Equity Loan Asset-Backed Certificates, Series
1996-2, Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates (collectively, the "Class A
Certificates"), Home Equity Loan Asset-Backed Certificates, Series 1996-2, Class
B1-IO Certificates and Class B2-IO Certificates (collectively, the "Class B-IO
Certificates") and Home Equity Loan Asset-Backed Certificates, Series 1996-2,
Class RU Certificates and Class RL Certificates (together with the Class B-IO
Certificates and Class A Certificates, the "Certificates"). The Trust has also
issued a 0.000001% Class RU Certificate and a 0.000001% Class RL Certficate to
the Trustee, in its capacity as Tax Matters Person pursuant to the Pooling and
Servicing Agreement.
The Depositor has sold the Class A Certificates to First Union Capital Markets
Corp. ("First Union Capital Markets") and Lehman Brothers Inc. ("Lehman
Brothers" and, together with First Union Capital Markets, the "Underwriters")
pursuant to the Underwriting Agreement,
dated November 21, 1996 (the "Underwriting Agreement") among the Depositor,
First Union National Bank of North Carolina and the Underwriters.
The Certificates represent the entire undivided beneficial interest in the
assets of the Trust. The assets of the Trust will consist primarily of the
Mortgage Loans. The Trust, on behalf of the holders of the Class A Certificates,
will have the benefit of an irrevocable and unconditional financial guaranty
insurance policy (the "Policy") issued by Financial Guaranty Insurance Company
(the "Certificate Insurer") pursuant to the Insurance Agreement, dated as of
December 1, 1996 (the "Insurance Agreement"), among the Certificate Insurer, the
Depositor, the Seller, the Master Servicer, the Underwriters and the Trustee.
Terms not defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.
In arriving at the opinions expressed below, we have examined such documents and
records as we have deem appropriate, including the following:
1. A signed copy of the Underwriting Agreement.
2. The registration statement (No. 333-3574) of the Depositor on
form S-3 on file with the Securities and Exchange Commission
(the "Commission"). Such registration statement on the date it
was declared effective herein referred to as the "Registration
Statement".
3. The Prospectus relating to the Class A Certificates, dated
November 18, 1996 (the "Base Prospectus"), as supplemented by
the Prospectus Supplement dated December 10, 1996 (the
"Prospectus Supplement"), (such Base Prospectus, as so
supplemented by the Prospectus Supplement, the "Prospectus").
4. A signed copy of the Purchase Agreement.
5. A signed copy of the Pooling and Servicing Agreement.
6. Specimens of the Certificates.
As to any facts material to the following opinions which we did not
independently establish or verify, we have relied upon statements and
representations of the responsible officers and other representations of the
Depositor and of public officials and agencies.
Based upon the foregoing and consideration of such other matters as we have
deemed appropriate, we are of the opinion that the statements in the Base
Prospectus under the headings "Summary of Terms - - Certain Federal Income Tax
Consequences" and "--ERISA Considerations", "Certain Legal Aspects of The
Mortgage Loans", "ERISA Considerations" and "Certain Federal Income Tax
Consequences", and the statements in the Prospectus Supplement under the
headings "Summary of Terms of the Offered Certificates--Certain Federal Income
Tax Consequences" and "--ERISA Considerations", "Certain Federal Income Tax
Consequences" and "ERISA Considerations", to the extent that they constitute
matters of federal law or legal conclusions with respect thereto, have been
reviewed by us and are
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correct in all material respects with respect to those consequences or aspects
that are discussed.
In giving the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the State of North Carolina and the federal laws of the
United States of America. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name wherever
appearing in the Registration Statement and the Prospectus. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Sincerely yours,
MOORE & VAN ALLEN, PLLC
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