AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1998
REGISTRATION NO. 333-51609
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INDYMAC ABS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
155 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101
(800) 669-2300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MICHAEL W. PERRY
INDYMAC, INC.
155 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101
(800) 669-2300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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WITH A COPY TO:
EDWARD J. FINE, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time on or after the effective date of the registration statement, as
determined by market conditions.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement of
the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) (2) PER UNIT(2) OFFERING PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Asset Backed Certificates $1,800,000,000 100% $1,800,000,000 (3)
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Asset Backed Notes $200,000,000 100% $200,000,000 (3)
====================================================================================================================================
</TABLE>
(1) This Registration Statement relates to the offering from time to time
of $1,800,000,000 aggregate principal amount of Asset Backed
Certificates and $200,000,000 aggregate principal amount of Asset
Backed Notes and to any resales thereof in market making transactions
by Countrywide Securities Corporation, an affiliate of the Registrant,
to the extent required.
(2) Estimated for the purpose of calculating the registration fee.
(3) A total registration fee of $595,295.00 (for all Asset Backed
Certificate and Asset Backed Notes registered) was previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the Securities being registered under this
Registration Statement, other than underwriting discounts and commissions:
SEC registration fee................................... $590,000
Printing and engraving expenses........................ $40,000
Legal fees and expenses................................ $75,000
Trustee fees and expenses.............................. $25,000
Accounting fees and expenses........................... $30,000
Rating agency fees..................................... $80,000
Miscellaneous.......................................... $10,000
---------
Total.................................................. $850,000
=========
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* All amounts except the SEC registration fee are estimates of expenses
incurred in connection with the issuance and distribution of a Series
of Securities in an aggregate principal amount assumed for these
purposes to be equal to $150,000,000 of Securities registered hereby.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
No indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court may deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
The Certificate of Incorporation and Bylaws of the Registrant provide,
in effect, that, to the extent and under the circumstances permitted by Section
145 of the General Corporation Law of Delaware, the Registrant shall indemnify
any person who was or is a party or is threatened to be made a party to any
action, suit or proceeding of the type described above by reason of the fact
that he or she is or was a director, officer, employee or agent of the
Registrant.
ITEM 16. EXHIBITS.
1.1 -- Form of Underwriting Agreement*
3.1 -- Certificate of Incorporation of the Registrant.*
3.2 -- By-laws of the Registrant.*
4.1 -- Form of Pooling and Servicing Agreement relating to Home Equity Loan
Asset Backed Certificates.*
4.2 -- Form of Pooling and Servicing Agreement relating to Mortgage
Pass-Through Certificates.*
4.3 -- Form of Pooling and Servicing Agreement relating to Manufactured
Housing Asset Backed Certificates.*
4.4 -- Form of Trust Agreement.*
4.5 -- Form of Indenture.*
4.6 -- Form of Master Servicing Agreement.*
5.1(a) -- Opinion of Brown & Wood LLP as to legality of the Securities**
5.1(b) -- Opinion of Richards, Layton & Finger as to the legality of the
Securities**
8.1 -- Opinion of Brown & Wood LLP as to certain tax matters (included in
Exhibit 5.1(a))**
10.1 -- Form of Loan Purchase Agreement*
23.1(a) -- Consent of Brown & Wood LLP (included in Exhibits 5.1(a) and 8.1
hereof)**
23.1(b) -- Consent of Richards, Layton & Finger (included in Exhibit 5.1(b)
hereof) **
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* Previously filed.
** Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of a Trust Fund's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended, that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(d) The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance
with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act of 1939.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that (i) it reasonably believes that the security
rating requirement of Transaction Requirement I.B.5 of Form S-3 will be met by
the time of sale of each Series of Securities to which this Registration
Statement relates and (ii) it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 5 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Pasadena, state of
California on the 21st day of August, 1998.
IndyMac ABS, Inc.
By /s/ S. Blair Abernathy
..................................
Name: S. Blair Abernathy
Title: Chairman of the Board,
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Amendment has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ S. Blair Abernathy Chairman of the Board, President August 21, 1998
----------------------
S. Blair Abernathy and Director
/s/ Carmella L. Grahn First Vice President, Chief August 21, 1998
---------------------
Carmella L. Grahn Financial Officer and Principal
Accounting Officer and Director
* General Counsel, Secretary August 21, 1998
-----------------------------
Gwen J. Eells and Director
* Director August 21, 1998
-----------------------------
Jeffrey P. Grogin
* Director August 21, 1998
-----------------------------
James Banks
*By /s/ S. Blair Abernathy
------------------------
S. Blair Abernathy
Attorney-in-Fact
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT
SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NUMBER
- ---------- ---------------------- ------------
<S> <C>
1.1 -- Form of Underwriting Agreement*................................................
3.1 -- Certificate of Incorporation of the Registrant*................................
3.2 -- By-laws of the Registrant*.....................................................
4.1 -- Form of Pooling and Servicing Agreement relating to Home Equity
Loan Asset Backed Certificate*.................................................
4.2 -- Form of Pooling and Servicing Agreement relating to Mortgage
Pass-Through Certificates*.....................................................
4.3 -- Form of Pooling and Servicing Agreement relating to Manufactured
Housing Asset Backed Certificates*.............................................
4.4 -- Form of Trust Agreement*.......................................................
4.5 -- Form of Indenture*.............................................................
4.6 -- Form of Master Servicing Agreement*............................................
5.1(a) -- Opinion of Brown & Wood LLP as to legality of the Securities**.................
5.1(b) -- Opinion of Richards, Layton & Finger as to legality of the Securities**........
8.1 -- Opinion of Brown & Wood LLP as to certain tax matters
(included in Exhibit 5.1(a))**.................................................
10.1 -- Form of Loan Purchase Agreement*...............................................
23.1(a) -- Consent of Brown & Wood LLP (included in Exhibits 5.1(a) and 8.1)**............
23.1(b) -- Consent of Richards, Layton & Finger (included in Exhibits 5.1(b) hereof)**....
- -----------
* Previously filed.
** Filed herewith.
</TABLE>
Exhibit 5.1(a)
[BROWN & WOOD LLP]
August 21, 1998
IndyMac ABS, Inc.
155 North Lake Avenue
Pasadena, CA 91101
Re: IndyMac ABS, Inc.
Registration Statement on Form S-3
File No. 333-51609
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for IndyMac ABS, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), filed by the Company with the Securities and Exchange
Commission under the 1933 Act on May 1, 1998 (as amended by each pre-effective
amendment on or prior to the date hereto) and relating to the issuance from time
to time of up to $2,000,000,000 aggregate principal amount of Asset Backed
Certificates (the "Certificates") and Asset Backed Notes (the "Notes" and,
collectively with the Certificates, "Securities"), issuable in series (each, a
"Series"). As set forth in the Registration Statement, each Series of Securities
will be issued under and pursuant to the conditions of a separate pooling and
servicing agreement, trust agreement or indenture (each, an "Agreement") among
the Company, a trustee (the "Trustee") and, where appropriate, a master servicer
(the "Master Servicer"), each to be identified (together with any other relevant
parties) in the prospectus supplement for such Series of Securities.
We have examined copies of the Company's Certificate of Incorporation,
the Company's By-laws and forms of each Agreement, as filed as Exhibits 4.1,
4.2, 4.3, 4.4, 4.5, 4.6 and 10.1 to the Registration Statement, and the forms of
Securities included in any Agreement so filed in the Registration Statement and
such other records, documents and statutes as we have deemed necessary for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(i) When any Agreement relating to a Series of Securities has been duly
and validly authorized by all necessary action on the part of the Company and
has been duly executed and delivered by the Company, the Master Servicer, if
any, the Trustee and any other party thereto, such Agreement will constitute a
legal, valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other laws relating to or affecting
creditors' rights generally or by general equity principles.
(ii) When a Series of Certificates has been duly authorized by all
necessary action on the part of the Company (subject to the terms thereof being
otherwise in compliance with applicable law at such time), duly executed and
countersigned by the Trustee for such Series in accordance with the terms of the
related Agreement and issued and delivered against payment therefor as described
in the Registration Statement, such Series of Certificates will be legally and
validly issued, fully paid and nonassessable, and the holders thereof will be
entitled to the benefits of the related Agreement.
(iii) When a Series of Notes has been duly authorized by all necessary
action on the part of the issuer thereof (subject to the terms thereof being
otherwise in compliance with applicable law at such time), duly executed and
authenticated by the Trustee for such Series in accordance with the terms of the
related indenture and issued and delivered against payment therefor as described
in the Registration Statement, such Series of Notes will constitute legal, valid
and binding obligations of the issuer thereof, enforceable in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws relating to or affecting creditors' rights generally or
by general equity principles, and such Series of Notes will be entitled to the
benefits and security provided by the related indenture.
(iv) The information set forth in each Prospectus under the caption
"Federal Income Tax Consequences," to the extent it constitutes matters of law
or legal conclusions, is correct in all material respects. The opinions set
forth in each Prospectus under the heading "Federal Income Tax Consequences" are
hereby confirmed and adopted.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein) and the federal laws of the United States of
America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in each prospectus supplement and prospectus forming a part of
the Registration Statement, without admitting that we are "experts" within the
meaning of the 1933 Act or the Rules and Regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ Brown & Wood LLP
Exhibit 5.1(b)
[Letterhead of Richards, Layton & Finger]
August 21, 1998
IndyMac ABS, Inc.
155 North. Lake Avenue
Pasadena, CA 91101
Re: IndyMac ABS, Inc.
-----------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for IndyMac ABS,
Inc., a Delaware corporation (the "Company") in connection with the issuance
from time to time of the Certificates and Notes (each as defined below),
issuable in series (each, a "Series"). At your request, this opinion is being
furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Registration Statement (the "Registration Statement")
on Form S-3 filed by the Company with the Securities and Exchange Commission on
May 1, 1998, as amended by each pre-effective amendment on or prior to the date
hereto (including the exhibits thereto listed in paragraphs (b) through (g)
below);
(b) A form of the Trust Agreement to be entered into between
the Company, the trustees of the trust named therein (the "Trust"), and the
holders, from time to time, of the undivided beneficial interests in the assets
of the Trust (including the exhibits thereto) (the "Trust Agreement"), attached
as Exhibit 4.4 to the Registration Statement;
(c) A form of the Certificate of Trust attached as Exhibit B
to the Trust Agreement;
(d) A form of certificate attached as Exhibit A to the Trust
Agreement (individually, a "Certificate," and collectively, the "Certificates");
(e) A form of the Indenture to be entered into between the
Trust and the indenture trustee named therein (the "Indenture"), attached as
Exhibit 4.5 to the Registration Statement;
(f) A form of note attached as Exhibit A to the Indenture
(individually, a "Note," and collectively, the "Notes"); and
(g) Forms of the Master Servicing Agreement and Loan Purchase
Agreement, attached as Exhibits 4.6 and 10.1, respectively, to the Registration
Statement.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have reviewed the
Registration Statement, the exhibits thereto and other documents which we deemed
necessary to give the opinions expressed herein (which exhibits are listed in
paragraphs (b) through (g) above). We have not reviewed any document (other than
the documents listed in paragraphs (a) through (g) above) that is referred to in
or incorporated by reference into the documents reviewed by us. We have
conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the Trust, and that the Trust Agreement
and the Certificate of Trust will be in full force and effect and have not been
amended, (ii) the due organization or due formation, as the case may be, and
valid existence in good standing of each party (other than the Trust and the
Company) to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) that each of the parties (other
than the Trust and persons duly authorized to act on behalf of the Trust) to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (iv) the due execution and
delivery by all parties thereto (other than the Trust and the Company and
persons duly authorized to act on behalf of the Trust and the Company,
respectively) of all documents examined by us, (v) the receipt by each Person to
whom a Certificate or Note is to be issued (collectively, the "Holders") of a
Certificate or Note (as the case may be) for such Certificate or Note (as the
case may be) and the payment for such Certificate or Note (as the case may be)
in accordance with the Trust Agreement (in the case of the Certificates), the
Indenture (in the case of the Notes) and the Registration Statement (in the case
of the Certificates and the Notes) and (vi) that the Certificates and the Notes
are issued and sold to the Holders in accordance with the Trust Agreement (in
the case of the Certificates), the Indenture (in the case of the Notes) and the
Registration Statement (in the case of the Certificates and the Notes). We have
not participated in the preparation of the Registration Statement (other than
Exhibits 5.1(b) and 23.1(b) thereto) and assume no responsibility for its
contents (other than Exhibits 5.1(b) and 23.1(b) hereto).
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
The following opinions regarding enforceability are subject to
(i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
fraudulent conveyance and similar laws relating to or affecting the rights and
remedies of creditors generally; (ii) principles of equity (regardless of
whether considered and applied in a proceeding in equity or at law); and (iii)
the effect of applicable public policy on the enforceability of provisions
relating to indemnification or contribution.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, reliances,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:
1. The Certificates will be validly issued, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
2. The Trust Agreement will constitute a legal, valid and
binding obligation of the parties thereto, enforceable against the parties
thereto in accordance with its terms.
3. The Trust will have the power and authority to execute and
deliver the Notes in accordance with the Indenture.
In connection with the foregoing opinions, we will rely, with
your permission, on one or more opinions of counsel to the Company and other
part(ies) to the Trust Agreement to the effect that the execution and delivery
of, and performance by, the Trust or such other part(ies) (as the case may be)
of the Trust Agreement or the Certificates (as the case may be) (i) have been
duly authorized by such persons and (ii) will not conflict with the provisions
of any other agreement or document to which such persons are a party. In
addition, in connection with the foregoing opinions, we will rely, with your
permission, on (1) an incumbency certificate from a duly authorized officer of
the Company and the other parties to the documents examined by us (listed in
paragraphs (a) though (g) above) certifying the legal capacity of natural
persons who are parties to such documents examined by us, (2) an officer's
certificate of the Company certifying the due formation of the Company and the
execution and delivery of the Trust Agreement and (3) a good standing
certificate of the Secretary of State of Delaware certifying as to the good
standing of the Company with the Secretary of State of Delaware.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the form of
Prospectus Supplement for Home Equity Asset Backed Notes and Asset Backed
Certificates for the Certificates. In giving the foregoing consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger
GCK
