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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 27 , 1999
OPTION ONE MORTGAGE ACCEPTANCE CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 333-79091 33-0727357
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3 Ada Road
Irvine, California 92618
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (949) 790-8100
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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1 5.1 Opinion and Consent of
Thacher Proffitt & Wood.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
OPTION ONE MORTGAGE
ACCEPTANCE CORPORATION
By: /s/ William O'Neill
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Name: William O'Neill
Title: Senior Vice President
Dated: October 27, 1999
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EXHIBIT INDEX
Item 601(a) of
Exhibit Regulation S-K
Number Exhibit No. Description
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1 5.1 Opinion and Consent of Counsel
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EXHIBIT 5. 1
[Letterhead of Thacher Proffitt & Wood]
October 27, 1999
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Financial Security Assurance Inc.
350 Park Avenue, 13th Floor
New York, New York 10022
Option One Mortgage Loan Trust
Asset-Backed Certificates, Series 1999-3
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Ladies and Gentlemen:
We have acted as counsel to Option One Mortgage Acceptance Corp. (the
"Depositor") in connection with (A) the sale of mortgage loans (the "Mortgage
Loans") by Option One Mortgage Corporation (the "Seller") to the Depositor
pursuant to (i) the Mortgage Loan Purchase Agreement, dated October 27, 1999
(the "Mortgage Loan Purchase Agreement") between the Depositor and the Seller
and (B) the simultaneous issuance of Asset-Backed Certificates (the
"Certificates"), designated as Series 1999-3, Class A, Class S, Class P and
Class R (the "Residual Certificates"), evidencing undivided interests in a trust
fund consisting primarily of the Mortgage Loans and funds deposited by the
Depositor into a pre-funding account and an interest coverage account. The
Depositor obtained the Mortgage Loans from the Seller pursuant to the Mortgage
Loan Purchase Agreement in exchange for cash proceeds of the sale of the Class A
Certificates referred to below as well as the Class P Certificates, the Class S
Certificates and the Residual Certificates.
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement, dated as of October 1, 1999 (the "Pooling and Servicing Agreement"),
among the Depositor as depositor, Option One Mortgage Corporation as master
servicer (the "Master Servicer") and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"). The Depositor will sell the Class A
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Certificates to Greenwich Capital Markets, Inc. (the "Underwriter") pursuant to
the Underwriting Agreement, dated October 26, 1999, between the Depositor and
the Underwriter (the "Underwriting Agreement"; collectively, with the Purchase
Agreement and the Pooling and Servicing Agreement, the "Agreements"). The
holders of the Class A Certificates and the Class S Certificateswill have the
benefit of the insurance policy issued by Financial Security Assurance, Inc.
Capitalized terms not defined herein have the meanings assigned to them in the
Agreements.
In rendering this opinion letter, we have examined the documents
described above and such other documents as we have deemed necessary including,
where we have deemed appropriate, representations or certifications of officers
of parties thereto or public officials. In rendering this opinion letter, except
for the matters that are specifically addressed in the opinions expressed below,
we have assumed (i) the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies, (ii) the necessary entity formation and continuing existence in the
jurisdiction of formation, and the necessary licensing and qualification in all
jurisdictions, of all parties to all documents, (iii) the necessary
authorization, execution, delivery and enforceability of all documents, and the
necessary entity power with respect thereto and (iv) that there is not any other
agreement that modifies or supplements the agreements expressed in the documents
to which this opinion letter relates and that renders any of the opinions
expressed below inconsistent with such documents as so modified or supplemented.
In rendering this opinion letter, we have made no inquiry, have conducted no
investigation and assume no responsibility with respect to (a) the accuracy of
and compliance by the parties thereto with the representations, warranties and
covenants contained in any document or (b) the conformity of the underlying
assets and related documents to the requirements of the agreements to which this
opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial or other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance, moratorium or other similar laws affecting
the rights of creditors or secured parties and (iv) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of any agreement which
purport or are construed to provide indemnification with respect to securities
law violations. Wherever we indicate that our opinion with respect to the
existence or absence of facts is based on our knowledge, our opinion is based
solely on the current actual knowledge of the attorneys in this firm who are
involved in the representation of parties to the transactions described herein.
In that regard we have conducted no special or independent investigation of
factual matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, the laws of
the State of New York and the General Corporation Law of the State of Delaware.
We do not express any opinion with respect to the securities laws of any
jurisdiction or any other matter not specifically addressed in the opinions
expressed below.
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Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, constitutes a valid and legally binding agreement
under the laws of the State of New York, enforceable
thereunder against the Depositor in accordance with its terms.
2. The Class A Certificates, assuming the execution,
authentication and delivery in accordance with the Pooling and
Servicing Agreement and the delivery thereof and payment
therefor in accordance with the Underwriting Agreement, are
validly issued and outstanding and are entitled to the
benefits of the Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC
I and REMIC II will each qualify as a real estate mortgage
investment conduit ("REMIC") within the meaning of Sections
860A through 860G (the "REMIC Provisions") of the Internal
Revenue Code of 1986, the Class R Certificates will
constitute the sole class of "residual interests" in REMIC
I, the Class A Certificates and the Class P Certificates
will represent ownership of "regular interests" in REMIC II
and will generally be treated as debt instruments of REMIC
II within the meaning of the REMIC Provisions in effect on
the date hereof. This opinion confirms and adopts the
opinion set forth in the Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus and Prospectus Supplement
under the heading "Legal Matters" and to the filing of this opinion letter as an
exhibit to any application made by or on behalf of the Registrant or any dealer
in connection with the registration or qualification of the Certificates under
the securities law of any State of the United States or other jurisdiction,
without admitting that we are "persons" within the meaning of Section 7(a) or
11(a)(4) of the 1933 Act, or "experts" within the meaning of Section 11 thereof,
with respect to any portion of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
