[CADWALADER LETTERHEAD]
August 11, 2000
UAC SECURITIZATION CORPORATION
9240 Bonita Beach Road
Suite 1109-B
Bonita Springs, Florida 34135
Re: UACSC Auto Trusts (Registration No. 333-42046)
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 ("Registration Statement") under the Securities Act of
1933, as amended (the "Act"), regarding the issuance by UAC Securitization
Corporation ("UACSC"), as originator of asset backed securities by UACSC Auto
Trusts (the "Trusts"), of automobile receivable backed pass-through certificates
and/or notes to be issued by the Trusts (the "Securities"). We have examined
such corporate records, certificates, and other documents, and have reviewed
such questions of law as we have considered necessary or appropriate for the
purposes of this opinion.
On the basis of such examination and review, we advise you that, in our
opinion, when (i) the Registration Statement on Form S-3 filed by UACSC with
respect to the Trusts shall have become effective under the Act; (ii) the
applicable Prospectus Supplement has been prepared, completed, filed and
delivered in accordance with the Act; (iii) pricing and similar terms in the
applicable (a) Trust and Servicing Agreement among UACSC, as seller, Union
Acceptance Corporation ("UAC"), as servicer, and the owner trustee of such Trust
(the "Owner Trustee") and, if applicable, an Indenture between the Trust and the
indenture trustee for such transaction (the "Indenture Trustee"), or (b) Pooling
and Servicing Agreement among UACSC, as depositor, UAC, as servicer and the
trustee of the Trust (the "Trustee") have been appropriately completed and the
applicable agreement or agreements (each, an "Agreement") have been duly
executed and delivered; and (iv) the Securities shall have been executed,
authenticated, issued, and delivered by the Trustee under the applicable
Agreement and sold in accordance with the terms set forth in the applicable form
of Underwriting Agreement between UACSC, UAC and the applicable underwriter or
underwriters, relating to the Securities, the Securities will be validly and
legally issued and will be entitled to the benefits afforded by the Agreement
under which they are issued.
The foregoing is limited to the application of the internal laws of the
States of Indiana and New York and applicable federal law, and no opinion is
expressed herein as to any matter governed by the laws of any other
jurisdiction, provided, that as to matters governed by the laws of the State of
New York, we have relied upon the opinion of Cadwalader, Wickersham & Taft dated
August 11, 2000.
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UAC SECURITIZATION CORPORATION
August 11, 2000
Page 2
We hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the reference to us under the heading "Legal
Opinions" in the Prospectus forming part of the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Barnes & Thornburg
BARNES & THORNBURG
