EXHIBIT 5. 1
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[LETTERHEAD OF THACHER PROFFITT & WOOD]
July 21, 2000
Option One Mortgage Acceptance Corporation
3 Ada
Irvine, California 92618
Option One Mortgage Loan Trust
Asset-Backed Certificates, Series 2000-3
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Ladies and Gentlemen:
We have acted as counsel to Option One Mortgage Corporation as
originator (in such capacity, the "Originator") and as master servicer (in such
capacity, the "Master Servicer"), Option One Owner Trust 2000-1 as seller (in
such capacity, the "Seller") and Option One Mortgage Acceptance Corporation as
depositor (in such capacity, the "Depositor") in connection with (i) the
Mortgage Loan Purchase Agreement, dated July 21, 2000 (the "Mortgage Loan
Purchase Agreement") among the Seller, the Originator and the Depositor, (ii)
the Pooling and Servicing Agreement, dated as of July 1, 2000 (the "Pooling and
Servicing Agreement"), among the Depositor as depositor, the Master Servicer as
master servicer and Wells Fargo Bank Minnesota, N.A. as trustee (the "Trustee")
and the certificates issued pursuant thereto designated as Asset-Backed
Certificates, Series 2000-3, (collectively, the "Certificates"), (iii) the
Underwriting Agreement, dated July 21, 2000 (the "Underwriting Agreement"),
among the Depositor, the Seller and Banc of America Securities LLC (the
"Representative") pursuant to which the Class A Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates and the
Class S Certificates were sold (collectively, the "Underwritten Certificates"),
(iv) the Prospectus Supplement, dated July 21, 2000 (the "Prospectus
Supplement") and the Prospectus to which it relates, dated April 20, 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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OOMAC, Series 2000-3 Page 2
July 21, 2000
In rendering this opinion letter, 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 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 the documents
to which this opinion letter relates and that renders any of the opinions
expressed below inconsistent with such documents 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 contained in any document or (b) the conformity of the underlying
assets and related documents to the requirements of the agreements to which this
opinion letter relates.
Our opinions set forth 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
dealings 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 or other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance, moratorium or 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 the provisions of any agreement which
purport or are construed to provide indemnification with respect to securities
law violations. 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 current actual knowledge of the attorneys in this firm who are
involved in the representation of parties to the transactions described herein.
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, 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, constitutes
a valid and legally binding
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OOMAC, Series 2000-3 Page 3
July 21, 2000
agreement under the laws of the State of New York, enforceable
thereunder against the Depositor in accordance with its terms.
2. The Class A Certificates, the Class M-1 Certificates, the
Class M-2 Certificates, Class M-3 Certificates and Class S
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, are validly issued
and outstanding and are 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, REMIC
1, REMIC 2 and REMIC 3 will each qualify as a real estate
mortgage investment conduit (AREMIC@) within the meaning of
the REMIC Provisions of the Code. Each class of Offered
Certificates, the Class C Certificates and the Class P
Certificates will represent ownership of Aregular interests@
in REMIC 3 and will generally be treated as debt instruments
of REMIC 3 and the Class R Certificates will constitute the
sole class of Aresidual certificates@ in REMIC 3, 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.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus and Prospectus Supplement
under the heading "Legal Matters" and to the filing of this opinion letter as an
exhibit to any application made by or on behalf of the Registrant or any dealer
in connection with the registration or qualification of the Certificates under
the securities law of any State of the United States or other jurisdiction,
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,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
