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EXHIBIT 5.1
August 7, 2000
AMRESCO Capital Trust
700 N. Pearl Street, Suite 1900
Dallas, Texas 75201-7424
Ladies and Gentlemen:
We have acted as securities counsel to AMRESCO Capital Trust, a Texas
real estate investment trust (the Company"), in connection with the registration
by the Company under the Securities Act of 1933, as amended (the "Securities
Act"), of 250,002 common shares of beneficial interest of the Company, par value
$0.01 per share (the " Common Shares"), on a Registration Statement on Form S-3
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission"). The Common Shares are to be issued to the holder
(the "Selling Holder") of warrants (the "Warrants") to purchase Common Shares
upon the exercise thereof.
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary or advisable in connection with this opinion, including (a) the
Amended and Restated Declaration of Trust of the Company and the Bylaws of the
Company, each as amended to date, (b) minutes of the proceedings of the Board of
Trust Managers of the Company, (c) the Warrant Agreement, dated as of May 4,
1999, between the Company and Prudential Securities Incorporated and (d) the
Registration Statement. In our examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, the
authenticity of the originals of such copies and the authenticity of telegraphic
or telephonic confirmations of public officials and others. As to facts material
to our opinion, we have relied upon certificates or telegraphic or telephonic
confirmations of public officials and certificates, documents, statements and
other information of the Company or representatives or officers thereof.
The opinions set forth herein are subject to the qualification that we
are admitted to practice law in the State of Texas and we express no opinion as
to laws other than the law of the State of Texas and the federal law of the
United States of America.
Based upon the foregoing, and subject to the assumption, qualifications
and limitations set forth above and hereinafter stated, it is our opinion that
the Common Shares have been duly authorized and, assuming (a) that the
Registration Statement shall have been declared effective by the Commission, and
(b) the Common Shares shall have been issued and delivered to the Selling Holder
upon the exercise of the Warrants, we are of the opinion that the Common Shares,
when issued, shall be validly issued, fully paid and nonassessable.
This opinion is rendered as of the date hereof, and we undertake no,
and disclaim any, obligation to advise you of any change in or any new
development that might affect any matters or opinions set forth herein.
We consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ Toni Weinstein
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Toni Weinstein
