EXHIBIT 5.1
June 1, 1998
Home Equity Securitization Corp.
301 South College Street
Charlotte, North Carolina 28202-6001
Ladies and Gentlemen:
We have acted as counsel to Home Equity Securitization Corp., a North
Carolina corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") relating to
the proposed offering from time to time in one or more series (each, a "Series")
of up to $500,000,000.00 aggregate principal amount of asset backed notes (the
"Notes") and asset backed certificates (the "Certificates," and, together with
the Notes, the "Securities"). The Registration Statement will be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"). As set forth in the Registration Statement,
each Series of Securities is to be issued under and pursuant to the terms of a
separate pooling and servicing agreement, sale and servicing agreement, pooling
agreement, trust agreement or indenture (each, an "Agreement") among the
Company, an independent trustee (the "Trustee") and where appropriate, a
servicer (the "Servicer"), each to be identified in the prospectus supplement
for such Series of Securities.
As such counsel, we have examined copies of the Articles of
Incorporation and Bylaws of the Company, the Registration Statement, the
Prospectus and each form of Prospectus Supplement included therein, the form of
each Agreement, and originals or copies of such other corporate minutes,
records, agreements and other instruments of the Company, certificates of public
officials and other documents and have made such examinations of law, as we have
deemed necessary to form the basis for the opinion hereinafter expressed. In our
examination of such materials, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us.
Home Equity Securitization Corp.
Page 2
June 1, 1998
We do not express any opinion herein concerning any law other than the
federal laws of the United States of America and the laws of the States of
New York and North Carolina.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the Notes have been duly executed and delivered, authenticated
by the Trustee and sold as described in the Registration Statement, the Notes
will constitute valid and binding obligations of the issuer thereof in
accordance with their terms and the terms of such Agreement or Agreements, and
will be legally issued, fully paid and non-assessable. This opinion is subject
to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto and we express no opinion with respect to the
application of equitable principles or remedies in any proceeding, whether at
law or in equity.
2. When the Certificates have been duly executed and delivered,
authenticated by the Trustee and sold as described in the Registration
Statement, the Certificates will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the Act or
the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP