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EXHIBIT 8.2
[ANDREWS & KURTH L.L.P. LETTERHEAD]
Supplemental Tax Opinion
July 20, 2000
First Horizon Asset Securities Inc.
4000 Horizon Way
Irving, Texas 75063
Re: First Horizon Asset Securities Inc.
Mortgage Pass-Through Certificates,
Series 2000-3
Ladies and Gentlemen:
We have acted as counsel to First Horizon Asset Securities Inc., a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of (a) its Mortgage Pass-Through Certificates, Series 2000-3, Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-RU,
Class A-RL, Class B-1, Class B-2 and Class B-3, to Goldman, Sachs & Co. (the
"Underwriter"), pursuant to an Underwriting Agreement dated July 20, 2000, as
supplemented by a terms agreement thereto dated as of July 20, 2000, each by and
among First Horizon Home Loan Corporation, a Kansas corporation ("First
Horizon"), the Company and the Underwriter, and (b) its Mortgage Pass-Through
Certificates, Series 2000-3, Class B-4, Class B-5 and Class B-6 (the "Privately-
Offered Certificates"), to Goldman, Sachs & Co.. (the "Initial Purchaser"),
pursuant to a Purchase Agreement dated July 20, 2000, as supplemented by a terms
agreement thereto dated as of July 20, 2000, each by and among First Horizon,
the Company and the Initial Purchaser. The Publicly-Offered Certificates and the
Privately-Offered Certificates are referred to herein collectively as the
"Certificates." The Certificates will be created pursuant to a Pooling and
Servicing Agreement dated as of July 1, 2000 (the "Pooling and Servicing
Agreement") by and among the Company, as Depositor, First Horizon, as Seller and
Master Servicer, and The Bank of New York, as Trustee, and the Certificates will
evidence the entire beneficial ownership interest in a trust fund (the "Trust
Fund"), the assets of which will consist primarily of first lien, single family
residential mortgage loans.
The Publicly-Offered Certificates have been registered by means of a
Registration Statement of the Company on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), under File No. 333-74467 which
Registration Statement was declared effective by the Securities and Exchange
Commission on January 26, 2000 (such Registration Statement, as amended to the
date hereof, herein called the "Registration Statement"). We have participated
in the preparation of the Registration Statement with respect to the Publicly-
Offered Certificates and the Prospectus dated July 20, 2000 (the "Base
Prospectus") and the related Prospectus Supplement dated July 20, 2000
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First Horizon Asset Securities Inc.
July 20, 2000
(the "Prospectus Supplement"), which Prospectus and Prospectus Supplement will
be filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424 under the Securities Act (the Base Prospectus
and the Prospectus Supplement, collectively, the "Prospectus").
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the Registration
Statement, the Prospectus and of such other instruments and documents as we have
deemed necessary to require as a basis for the opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals of such documents submitted as copies.
Based upon the foregoing and in reliance thereon, we are of the opinion
that:
Assuming (1) an election will be properly made to treat the assets of the
Lower REMIC (as defined in the Pooling and Servicing Agreement) as a "real
estate mortgage investment conduit" (REMIC) for Federal income tax
purposes, and an election will be properly made to treat the assets of the
Upper REMIC (as defined in the Pooling and Servicing Agreement) as a REMIC
for Federal income tax purposes, (2) compliance with all provisions of the
Pooling and Servicing Agreement, and (3) continuing compliance with the
applicable provisions of the Code as it may be amended from time to time
and any applicable Treasury regulations adopted thereunder, the Lower REMIC
and the Upper REMIC will each qualify as a REMIC within the meaning of
Section 860D of the Code, each of the Certificates, other than the Class A-
RU and Class A-RL Certificates, issued pursuant to the Pooling and
Servicing Agreement will represent a "regular interest" in a REMIC within
the meaning of Section 860G(a)(1) of the Code and the Class A-RU and Class
A-RL Certificates will represent the sole "residual interest" in the Upper
REMIC and Lower REMIC, respectively, within the meaning of Section
860G(a)(2) of the Code.
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. This opinion letter is limited to the matters set
forth herein, and no opinion is intended to be implied or may be inferred beyond
that 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 matters addressed therein will be properly presented to the applicable
court. We must note that our opinion represents merely our best legal judgment
on the matter presented and that others may disagree with our conclusion. Our
opinion is not binding on the Internal Revenue Service or any 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.
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First Horizon Asset Securities Inc.
July 20, 2000
We consent to the use and incorporation by reference of this opinion in the
Registration Statement. 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 Commission thereunder.
We express no opinion as to the laws of any jurisdiction other than the
laws of the United States.
Respectfully submitted,
ANDREWS & KURTH L.L.P.
