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[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT APPEARS HERE]
Exhibit 5.1
August 2, 2000
Wells Fargo Asset Securities Corporation
7485 New Horizon Way
Frederick, Maryland 21703
Re: Mortgage Asset-Backed Pass-Through Certificates
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Gentlemen:
We have acted as your counsel in connection with Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission (the "Commission") on the date hereof,
pursuant to the Securities Act of 1933, as amended (as amended, the
"Registration Statement"). The Registration Statement covers Mortgage Asset-
Backed Pass-Through Certificates ("Certificates") to be sold by Wells Fargo
Asset Securities Corporation (the "Company") in one or more series (each, a
"Series") of Certificates. Each Series of Certificates will be issued under a
separate pooling and servicing agreement (each, a "Pooling and Servicing
Agreement") among the Company, a trustee to be identified in the Prospectus
Supplement for such Series of Certificates (a "Trustee"), and Wells Fargo Bank
Minnesota, National Association, as master servicer (the "Master Servicer"). A
form of Pooling and Servicing Agreement has previously been filed as an Exhibit
to the Registration Statement. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Registration
Statement.
We have examined originals or copies certified or otherwise identified
to our satisfaction of such documents and records of the Company, and such
public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of Certificates
has been duly and validly authorized, executed and delivered by
the Company, a Trustee and the Master Servicer, such Pooling and
Servicing Agreement will constitute a valid and legally binding
agreement of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
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reorganization, insolvency, moratorium and other laws affecting
the enforcement of rights of creditors generally and to general
principles of equity and the discretion of the court (regardless
of whether enforceability is considered in a proceeding in equity
or at law); and
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the Company, a Trustee and the Master Servicer, and
the Certificates of such Series have been duly executed,
authenticated, delivered and sold as contemplated in the
Registration Statement, such Certificates will be legally and
validly issued, fully paid and nonassessable, and the holders of
such Certificates will be entitled to the benefits of such Pooling
and Servicing Agreement.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ CADWALADER, WICKERSHAM & TAFT
