EXHIBIT 5. 1
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[Letterhead of Thacher Proffitt & Wood]
October 16, 2000
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Opinion: Underwriting Agreement
Financial Asset Securities Corporation
First Franklin Mortgage Loan Trust 2000-FF1
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Ladies and Gentlemen:
We have acted as counsel to Financial Asset Securities Corporation (the
"Depositor") and Greenwich Capital Markets, Inc. (the "Underwriter") in
connection with (i) the Mortgage Loan Purchase Agreement, dated October 13, 2000
(the "Mortgage Loan Purchase Agreement"), among First Franklin Financial
Corporation ("First Franklin"), Option One Mortgage Corporation ("Option One"),
Option One Owner Trust 2000-1 (the "Seller") and the Depositor, (ii) the Pooling
and Servicing Agreement, dated as of October 1, 2000 (the "Pooling and Servicing
Agreement"), among the Depositor, Option One and Wells Fargo Bank Minnesota,
N.A. (the "Trustee") and the certificates issued pursuant thereto designated as
Asset-Backed Certificates, Series 2000-FF1 (collectively, the "Certificates"),
(iii) the Underwriting Agreement, dated October 13, 2000 (the "Underwriting
Agreement"), between the Depositor and the Underwriter pursuant to which certain
Certificates were sold (collectively, the "Underwritten Certificates") and (iv)
the Prospectus Supplement, dated October 13, 2000 (the "Prospectus Supplement")
and the Prospectus to which it relates, dated October 13, 2000 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus"). The
Mortgage Loan Purchase Agreement, the Pooling and Servicing Agreement, the
Underwriting Agreement and the Prospectus are collectively referred to herein as
the "Agreements." Capitalized terms not defined herein have the meanings
assigned to them in the Agreements.
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Financial Asset Securities Corporation
October 16, 2000 Page 2
In rendering this opinion letter, as to relevant factual matters we
have examined the documents described above and such other documents as we have
deemed necessary including, where we have deemed appropriate, representations or
certifications of officers of parties thereto or public officials. In rendering
this opinion letter, except for the matters that are specifically addressed in
the opinions expressed below, we have assumed (i) the authenticity of all
documents submitted to us as originals or as copies thereof, and the conformity
to the originals of all documents submitted to us as copies, (ii) the necessary
entity formation and continuing existence in the jurisdiction of formation, and
the necessary licensing and qualification in all jurisdictions, of all parties
to all documents, (iii) the necessary authorization, execution, delivery and
enforceability of all documents, and the necessary entity power with respect
thereto, and (iv) that there is not any other agreement that modifies or
supplements the agreements expressed in any document to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such document as so modified or supplemented. In rendering this opinion
letter, we have made no inquiry, have conducted no investigation and assume no
responsibility with respect to (a) the accuracy of and compliance by the parties
thereto with the representations, warranties and covenants as to factual matters
contained in any document or (b) the conformity of the underlying assets and
related documents to the requirements of any agreement to which this opinion
letter relates.
The opinions expressed below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial and other decisions
upon the availability and enforceability of certain remedies including the
remedies of specific performance and self-help and provisions purporting to
waive the obligation of good faith, materiality, fair dealing, diligence,
reasonableness or objection to venue or forum, to confer subject matter
jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not
otherwise have subject matter jurisdiction, to waive the right to jury trial, to
impose a penalty or forfeiture, to release, exculpate or exempt a party from or
require indemnification of a party for liability for its own action or inaction
to the extent that the action or inaction includes negligence, recklessness or
willful or unlawful conduct, to sever any provision of any agreement, to
restrict access to legal or equitable remedies, to establish evidentiary
standards, to appoint any person or entity as the attorney-in-fact of any other
person or entity, to require that any agreement may only be amended, modified or
waived in writing, to provide that all rights or remedies of any party are
cumulative and may be enforced in addition to any other right or remedy, to
provide that the election of a particular remedy does not preclude recourse to
one or more remedies, to provide that the failure to exercise or the delay in
exercising rights or remedies will not operate as a waiver of any such rights or
remedies, to waive rights or remedies which can not be waived as a matter of
law, to provide for set-off unless there is mutuality between the parties or to
provide that any agreement is to be governed by or construed in accordance with
the laws of any jurisdiction other than the State of New York, (iii) bankruptcy,
insolvency, receivership, reorganization, liquidation, voidable preference,
fraudulent conveyance and transfer, moratorium and other similar laws affecting
the rights of creditors or secured parties and (iv) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of any provision of any agreement which
purports or is construed to provide
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Financial Asset Securities Corporation
October 16, 2000 Page 3
indemnification with respect to securities law violations. We do not express any
opinion herein with respect to any law the violation of which would not have any
material adverse effect on the ability of any party to perform its obligations
under any agreement. However, the non-enforceability of any such provisions will
not, taken as a whole, materially interfere with the practical realization of
the benefits of the rights and remedies included in any such agreement which is
the subject of any opinion expressed below, except for the considerations
referred to in foregoing clause (iv) and the consequences of any judicial,
administrative, procedural or other delay which may be imposed by, relate to or
arise from applicable laws, equitable principles and interpretations thereof.
Wherever we indicate that our opinion with respect to the existence or absence
of facts is based on our knowledge, our opinion is based solely on the actual
present knowledge of the attorneys in this firm who are directly involved in the
representation of parties to the transactions described herein in connection
therewith. In that regard we have conducted no special or independent
investigation of factual matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, including
the Securities Act of 1933, as amended (the "1933 Act"), the laws of the State
of New York and the General Corporation Law of the State of Delaware. We do not
express any opinion with respect to the securities laws of any jurisdiction or
any other matter not specifically addressed in the opinions expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, will constitute a valid and legally binding agreement
under the laws of the State of New York, enforceable
thereunder against the Depositor in accordance with its terms.
2. The Certificates, assuming the execution, authentication and
delivery in accordance with the Pooling and Servicing
Agreement and the delivery thereof and payment therefor in
accordance with the Underwriting Agreement, will be validly
issued and outstanding and will be entitled to the benefits of
the Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, each of
REMIC 1 and REMIC 2 will qualify as a real estate mortgage
investment conduit ("REMIC") within the meaning of the REMIC
Provisions of the Code, the Class R-1 Interests will
constitute the sole class of "residual interests" in REMIC 1,
each class of Offered Certificates will represent ownership of
"regular interests" in REMIC 2 and will generally be treated
as debt instruments of REMIC 2 and the Class R-2 Interests
will constitute the sole class of "residual certificates" in
REMIC 2, within the meaning of the REMIC Provisions in effect
on the date hereof. This opinion confirms and adopts the
opinion set forth in the Registration Statement.
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Financial Asset Securities Corporation
October 16, 2000 Page 4
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Federal Income Tax Consequences", "Certain Material Federal Income Tax
Considerations" and "Legal Matters", without admitting that we are "persons"
within the meaning of Section 7(a) or 11(a)(4) of the 1933 Act, or "experts"
within the meaning of Section 11 thereof, with respect to any portion of the
Registration Statement.
Very truly yours,
/S/ THACHER PROFFITT & WOOD
Thacher Proffitt & Wood
