[CADWALADER LETTERHEAD]
August 11, 2000
Barnes & Thornburg
1313 Merchants Bank Building
11 South Meridian Street
Indianapolis, Indiana 46204
Re: UACSC Auto Trusts: Automobile Receivable Backed Notes and
Certificates
Ladies and Gentlemen:
We are delivering the opinion to you in connection with your opinion
dated the date hereof (the "Barnes & Thornburg Opinion") set forth as Exhibit
5(a) to the Registration Statement (Registration No. 333-42046), as amended by
Amendment No. 1 thereto filed herewith (as amended, the "Registration
Statement"), on Form S-3 under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement covers Automobile Receivable Backed Notes
(the "Notes") to be sold by the UACSC Auto Trust specified in the Prospectus
Supplement (the "Trust") in one or more series (each, a "Series") of Notes and
Automobile Receivable Backed Certificates (the "Certificates") to be sold by
Trust in one or more Series.
In connection with the Registration Statement and the Barnes &
Thornburg Opinion, you have requested our opinion as to certain New York law
matters relating to (i) the forms of Pooling and Servicing Agreement set forth
as Exhibits 4.1(a) and 4.1(b) to the Registration Statement one of which is to
be entered into with respect to each Series of Certificates (each, a "Pooling
and Servicing Agreement") among UAC Securitization Corporation, as depositor
("UACSC"), Union Acceptance Corporation ("UAC"), as servicer, and a trustee to
be identified in the Prospectus Supplement for such Series of Certificates (a
"Trustee"), (ii) the form of Indenture set forth as Exhibit 4.3 to the
Registration Statement which is to be entered into with respect to each Series
of Notes (each, an "Indenture") between the Trust and a trustee to be identified
in the Prospectus Supplement for such Series of Notes (an "Indenture Trustee")
and (iii) the form of Underwriting Agreement set forth as Exhibit 1 to the
Registration Statement to be entered into with respect to the sale of the Notes
of each Series (each, an "Underwriting Agreement") among UACSC, UAC and the
underwriters to be identified in the Prospectus Supplement for each Series. We
have examined the forms of Pooling and Servicing Agreement set forth as set
forth as Exhibits 4.1(a) and 4.1(b) to the Registration Statement, the form of
Indenture set forth as Exhibit 4.3 to the Registration Statement and the form of
Underwriting Agreement set forth as Exhibit 1 to the Registration Statement, and
have reviewed such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
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We do not express any opinions herein as to matters governed by the law
of any jurisdiction other than the State of New York. In rendering the opinions
set forth below, we have relied with your permission on the Barnes & Thornburg
Opinion as to all matters governed by the law of any jurisdiction other than the
State of New York.
Based upon the foregoing, we are of the opinion that:
1. None of the provisions contained in the form of Underwriting
Agreement or the form of Pooling and Servicing Agreement would be interpreted
under New York law in a manner that would cause any Certificates, when (i) the
Registration Statement shall have become effective under the Act, (ii) pricing
and similar terms in the related Pooling and Servicing Agreement shall have been
appropriately completed and such Pooling and Servicing Agreement shall have been
duly executed and delivered by all parties thereto, and (iii) such Certificates
shall have been executed, authenticated, issued and delivered by the Trustee
under the related Pooling and Servicing Agreement and sold in accordance with
the terms set forth in the form of Underwriting Agreement relating to such
Certificates, not to be validly issued or entitled to the benefits of the
related Pooling and Servicing Agreement.
2. Assuming that the Notes have been validly authorized and executed on
behalf of the Trust, the Notes, when authenticated by the Indenture Trustee,
issued in accordance with the provisions of the Indenture, will constitute valid
and binding obligations of the Trust enforceable in accordance with their terms
and entitled to the benefits of the Indenture, except that enforceability
thereof may be subject to (a) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
and (b) general principles of equity (regardless of whether such enforceability
is considered in a proceeding at law or in equity) and the discretion of the
court.
We are furnishing this opinion to you solely for your benefit,
understanding that you will be relying on this opinion, as to New York law
matters only, for the purpose of rendering the Barnes & Thornburg Opinion. In
this regard, we consent to the filing of this opinion as Exhibit 5(b) to the
Registration Statement. However, nothing contained herein shall be construed as
an admission by us 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. Except as mentioned above, this
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
