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EXHIBIT 8.1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
October 10, 2000
First Horizon Asset Securities Inc.
4000 Horizon Way
Irving, Texas 75063
Re: First Horizon Asset Securities Inc.
Registration Statement on Form S-3 (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel for First Horizon Asset Securities Inc., a
corporation organized under the laws of the State of Delaware (the "Company"),
in connection with the proposed issuance by the Company or a special purpose
trust established by the Company, as issuer (the "Issuer") of Mortgage and
Asset-Backed Securities (the "Securities"). The Securities of a series are to be
issued pursuant to (a) in the case of a series of pass-through certificates, a
Pooling and Servicing Agreement, by and among the Company, as depositor, a
seller, a master servicer and a trustee, or (b) in the case of a series of
notes, an Indenture, by and between the Issuer and a trustee, in each case
authorizing the issuance of such series. The Pooling and Servicing Agreement, in
the form incorporated by reference as Exhibit 4.1 to the Registration Statement,
and the Indenture in the form filed as Exhibit 4.2 to the Registration
Statement, are each referred to herein as an "Agreement."
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Company's organizational documents, the form of each
Agreement and the form of Securities included therein and such other documents,
records, certificates of the Company and public officials and other instruments
as we have deemed necessary for the purposes of rendering this opinion. In
addition, we have assumed that each Agreement as completed for each series will
be duly executed and delivered by each of the parties thereto; that the
Securities as completed for each series will be duly executed and delivered
substantially in the form contemplated by the applicable Agreement; and that the
Securities for each series will be offered and sold as described in the
Registration Statement.
On the basis of the foregoing and subject to the limitations and
qualifications set forth below, we hereby confirm and adopt our opinion set
forth under the heading "Material Federal Income Tax Consequences" in the form
of prospectus filed as a part of the Registration Statement. Subject to
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First Horizon Asset Securities Inc.
October 10, 2000
Page 2
the qualifications and assumptions stated therein and herein, such opinion
accurately describes the material federal income tax consequences of the
purchase, ownership and disposition of the Securities by the holders thereof
under existing law.
Our opinion is based upon our interpretations of current law, including
court authority and existing Final and Temporary Regulations, which are subject
to change both prospectively and retroactively, and upon the facts and
assumptions discussed herein and in the Registration Statement. This opinion
letter is limited to the matters set forth herein, and no opinions are intended
to be implied or may be inferred beyond those expressly stated herein. Our
opinion is rendered as of the date hereof and we assume no obligation to update
or supplement this opinion or any matter related to this opinion to reflect any
change of fact, circumstances, or law after the date hereof. In addition, our
opinion is based on the assumption that the matter will be properly presented to
the applicable court. We must note that our opinion represents merely our best
legal judgment on the matters presented and that others may disagree with our
conclusion. Our opinion is not binding on the Internal Revenue Services or a
court and there can be no assurance that the Internal Revenue Service will not
take a contrary position or that a court would agree with our opinion if
litigated. In the event any one of the statements, representations or
assumptions we have relied upon to issue this opinion is incorrect, our opinion
might be adversely affected and may not be relied upon.
We consent to the use and filing of this opinion as Exhibit 8.1 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained therein. In giving such consent we do not
imply or admit that we are within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
ANDREWS & KURTH L.L.P.
