-------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
August 6, 1999
ACE Securities Corp.
--------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-56213 56-2088493
- ------------------------- ---------- ------------
State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
------------------------- --------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (704) 365-0569
No Change
--------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events/1/
------------
Attached as Exhibit 23.1 to this Current Report is the consent of
PricewaterhouseCoopers LLP to the use of such firm's name under the caption
"Experts," and the incorporation by reference of such firm's report dated
February 2, 1999 on its audits of the consolidated financial statements of MBIA
Insurance Corporation and Subsidiaries, as of December 31, 1998 and 1997, and
for each of the three years in the period ended December 31, 1998, in the
Prospectus Supplement (as defined herein) relating to ACE Securities Corp. Home
Loan Asset Backed Notes, Series 1999-A (the "Notes"). The Notes are offered
pursuant to a prospectus supplement, dated August 6, 1999 (the "Prospectus
Supplement"), and a prospectus, dated July 26, 1999 (together with the
Prospectus Supplement, the "Prospectus"), which will be filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the "Act"). The Certificates are registered pursuant to the Act under a
Registration Statement on Form S-3 (No. 333-56213) (the "Registration
Statement").
Attached as Exhibit 23.2 to this Current Report is the consent of
Deloitte & Touche LLP to the use of such firm's name under the caption
"Experts," and the inclusion of such firm's report dated August 6, 1999 on its
audit of the balance sheet of ACE Securities Corp. Home Loan Trust 1999-A as of
August 6, 1999.
Attached as Exhibit 25 to this Current Report is a Form T-1 Statement
of Eligibility under the Trust Indenture Act of 1939, as amended, of First Union
National Bank. First Union National Bank is the Indenture Trustee under the
Indenture pursuant to which the Notes are being issued.
Attached as Exhibit 99.1 to this Current Report, ACE Securities Corp.
(the "Company") is filing an opinion regarding the legality of the securities
being offered and regarding tax matters with the Securities and Exchange
Commission as an exhibit to the Company's Registration Statement on Form S-3
(File No. 333-56213).
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
- ----------------------
1 Capitalized terms used but not otherwise defined herein shall have the
same meaning ascribed to them in the Prospectus.
<PAGE>
(c) Exhibits:
23.1 Consent of Independent Accountants
(PriceWaterhouseCoopers LLP)
23.2 Consent of Independent Accountants (Deloitte &
Touche LLP)
25 Form T-1 Statement of Eligibility
99.1 Opinion of Brown & Wood LLP regarding the
legality of the securities being offered and
regarding tax matters
<PAGE>
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 hereunto duly authorized.
ACE SECURITIES CORP.
By:/s/ Elizabeth Eldridge
-----------------------------
Name: Elizabeth Eldridge
Title: Vice President
Dated: August 12, 1999
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description Page No.
- ----------- ----------- ---------
23.1 Consent of Independent Accountants
(PricewaterhouseCoopers LLP) 6
23.2 Consent of Independent Accountants
(Deloitte & Touche LLP) 8
25 Form T-1 Statement of Eligibility 10
99.1 Opinion of Brown & Wood LLP
regarding the legality of the securities
being offered and regarding tax matters 29
Exhibit 23.1 Consent of Independent Accountants
(PriceWaterhouseCoopers LLP)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
Supplement of ACE Securities Corp. relating to ACE Securities Corp. Home Loan
Trust 1999-A, of our report dated February 2, 1999, on our audits of the
consolidated financial statements of MBIA Insurance Corporation and Subsidiaries
as of December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998. We also consent to the reference to our Firm under the
caption "Experts."
/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
August 9, 1999
Exhibit 23.2 Consent of Independent Accountants
(Deloitte & Touche LLP)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Current Report on
Form 8-K under the Securities Exchange Act of 1934 of ACE Securities Corp.,
dated August 6, 1999, of our report dated August 6, 1999 and contained in
Registration Statement No. 333-56213 of ACE Securities Corp. on Form 424-B under
the Securities Act of 1933 insofar as such report relates to the balance sheet
of ACE Securities Corp.
/s/ Deloitte & Touche LLP
- ------------------------------
DELOITTE & TOUCHE LLP
New York, New York
August 12, 1999
Exhibit 25 Form T-1 Statement of Eligibility
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF
1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2)_______
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FIRST UNION NATIONAL BANK
(Exact name of trustee as specified in its charter)
United States National Bank 22-1147033
(State of incorporation if I.R.S. employer
not a national bank) identification no.)
First Union National Bank
230 South Tryon Street, 9th Floor
Charlotte, North Carolina 28288-1179
(Address of principal (Zip Code)
executive offices)
Same as above
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(Name, address and telephone number, including
area code, of trustee's agent for service)
ACE SECURITIES CORP. HOME LOAN TRUST 1999-A
(Exact name of obligor as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
Not yet received
(I.R.S. employer identification no.)
c/o Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
(Address, including zip code, of principal executive offices)
---------------------------------
ACE Securities Corp. Home Loan Trust 1999-A,
Class A Asset Backed Notes, Series 1999-A
(Title of the indenture securities)
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<PAGE>
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
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Name Address
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Federal Reserve Bank of Richmond, VA Richmond, VA
Comptroller of the Currency Washington, D.C.
Securities and Exchange Commission
Division of Market Regulation Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
None. Inasmuch as this Form T-1 is filed prior to the ascertainment by
the Trustee of all facts on which to base a responsive answer this Item 2, the
answer to said Item is based on incomplete information. Item 2 may, however, be
considered correct unless amended by an amendment to this Form T-1.
Items 3-15.
Because the obligor is not in default on any securities issued under
indentures under which the applicant is trustee, Item 3 through 15 are not
required herein.
Item 16. List of Exhibits.
All exhibits identified below are filed as a part of this statement of
eligibility.
*1. A copy of the Articles of Association of First Union National Bank as
now in effect, which contain the authority to commence business and a grant of
powers to exercise corporate trust powers.
*2. A copy of the certificate of authority of the trustee to commence
business, if not contained in the Articles of Association.
3. A copy of the authorization of the trustee to exercise corporate
trust powers, if such authorization is not contained in the documents specified
in exhibits (1) or (2) above.
4. A copy of the existing By-laws of First Union National Bank, or
instruments corresponding thereto.
5. Inapplicable.
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included on signature page of this Form T-1 Statement.
7. A copy of the latest report of condition of the trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
8. Inapplicable.
9. Inapplicable.
- ----------------------
* Incorporated by reference to Exhibits bearing identical numbers in Item 16 of
the Form T-1 of First Union National Bank, filed as Exhibit 25.1 to Form S-4
Registration Statement of Unifi, Inc. filed with the Securities and Exchange
Commission on April 2, 1998 (Registration No. 333-49243).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Union National Bank, a national association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Charlotte, and State of North Carolina, on the 9th day of August, 1999.
FIRST UNION NATIONAL BANK
(trustee)
By: /s/Robert Ashbaugh
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Name: Robert Ashbaugh
Title: Vice President
CONSENT OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939, as amended,
and in connection with the proposed issuance by ACE Securities Corp. Home Loan
Trust 1999-A of its debt securities, First Union National Bank as the trustee
herein named, hereby consents that reports of examinations of said Trustee by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
FIRST UNION NATIONAL BANK
By: /s/ Robert Ashbaugh
-------------------
Name: Robert Ashbaugh
Title: Vice President
Dated: August 9, 1999
<PAGE>
[LOGO]
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify
that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324,
et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody
and control of all records pertaining to the chartering of all National Banking
Associations.
2. "First Union National Bank," Charlotte, North Carolina (Charter No.
000001), was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.
IN TESTIMONY WHEREOF, I have hereunto
subscribed my name and caused my seal of
office to be affixed to these presents at
the Treasury Department in the City of
Washington and District of Columbia,
this 7th day of April, 1999.
/s/ John D. Hawke, Jr.
----------------------
Comptroller of the Currency
[SEAL OF THE COMPTROLLER
OF THE CURRENCY]
<PAGE>
BY-LAWS OF
FIRST UNION NATIONAL BANK
Charter No. 1
Effective May 18, 1998
<PAGE>
BY-LAWS OF
FIRST UNION NATIONAL BANK
ARTICLE I
MEETINGS OF SHAREHOLDERS
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Section 1.10 Annual Meeting. The annual meeting of the shareholders for
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the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 1998, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.
Section 1.20 Special Meetings. Except as otherwise specifically
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provided by statute, special meetings of the shareholders may be called for any
purpose at any time by the Board of Directors or by any three or more
shareholders owning; in the aggregate, not less than ten percent of the stock of
the Association. Every such special meeting, unless otherwise provided by law,
shall be called by mailing, postage prepaid, not less than ten days prior to the
date fixed for such meeting, to each shareholder at his address appearing on the
books of the Association, a notice stating the purpose of the meeting.
Section 1.30 Nominations for Directors. Nominations for election to the
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Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the President of the Bank and to the Comptroller of the Currency,
Washington, D.C., not less than 14 days nor more than 50 days prior to any
meeting of stockholders called for the election of directors, provided however,
that if less than 21 days' notice of such meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Bank and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the bank that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the chairman of the meeting, and upon his instructions, the
vote tellers may disregard all votes cast for each such nominee.
Section 1.40 Judges of Election. The Board may at any time appoint from
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among the shareholders three or more persons to serve as Judges of Election at
any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.
Section 1.50 Proxies. Shareholders may vote at any meeting of the
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shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.60 Quorum. A majority of the outstanding capital stock,
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represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
DIRECTORS
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Section 2.10 Board of Directors. The Board of Directors (hereinafter
-------------------
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.20 Number. The Board shall consist of not less than five nor
------
more than twenty-five directors, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full Board or by resolution of the shareholders at any meeting
thereof; provided, however, that a majority of the full Board of Directors may
not increase the number of directors to a number which, (1) exceeds by more than
two the number of directors last elected by shareholders where such number was
fifteen or less, and (2) to a number which exceeds by more than four the number
of directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.
Section 2.30 Organization Meeting. The Secretary of the meeting upon
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receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held as soon thereafter as
practicable. If, at the time fixed for such meeting, there shall not be a quorum
present, the directors present may adjourn the meeting from time to time, until
a quorum is obtained.
Section 2.40 Regular Meetings. Regular meetings of the Board of
-----------------
Directors shall be held at such place and time as may be designated by
resolution of the Board of Directors. Upon adoption of such resolution, no
further notice of such meeting dates or the places or times thereof shall be
required. Upon the failure of the Board of Directors to adopt such a resolution,
regular meetings of the Board of Directors shall be held, without notice, on the
third Tuesday in February, April, June, August, October and December, commencing
with the year 1997, at the main office or at such other place and time as may be
designated by the Board of Directors. When any regular meeting of the Board
would otherwise fall on a holiday, the meeting shall be held on the next
business day unless the Board shall designate some other day.
Section 2.50 Special Meetings. Special meetings of the Board of
-----------------
Directors may be called by the President of the Association, or at the request
of three (3) or more directors. Each member of the Board of Directors shall be
given notice stating the time and place, by telegram, letter, or in person, of
each such special meeting.
Section 2.60 Quorum. A majority of the directors shall constitute a
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quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.
Section 2.70 Vacancies. When any vacancy occurs among the directors,
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the remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.
Section 2.80 Advisory Boards. The Board of Directors may appoint
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Advisory Boards for each of the states in which the Association conducts
operations. Each such Advisory Board shall consist of as many persons as the
Board of Directors may determine. The duties of each Advisory Board shall be to
consult and advise with the Board of Directors and senior officers of the
Association in such state with regard to the best interests of the Association
and to perform such other duties as the Board of Directors may lawfully
delegate. The senior officer in such state, or such officers as directed by such
senior officer, may appoint advisory boards for geographic regions within such
state and may consult with the State Advisory Boards prior to such appointment.
ARTICLE III
COMMITTEES OF THE BOARD
-----------------------
Section 3.10 The Board of Directors, by resolution adopted by a
majority of the number of directors fixed by these By-laws, may designate two or
more directors to constitute an Executive Committee and other committees, each
of which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of By-laws, (4) amendment or repeal of any resolution of the Board
which by its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any action
requiring stockholder approval.
The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change, at any time the authority and
responsibility of any such committee.
A majority of the members of any committee of the Board of Directors
may fix such committee's rules of procedure. All action by any committee shall
be reported to the Board of Directors at a meeting succeeding such action,
except such actions as the Board may not require to be reported to it in the
resolution creating any such committee. Any action by any committee shall be
subject to revision, alteration, and approval by the Board of Directors, except
to the extent otherwise provided in the resolution creating such committee;
provided, however, that no rights or acts of third parties shall be affected by
any such revision or alteration.
ARTICLE IV
OFFICERS AND EMPLOYEES
----------------------
Section 4.10 Officers. The officers of the Association may be a
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Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or
Vice Chairmen (who shall not be required to be directors of the Association), a
President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and
such other officers, including officers holding similar or equivalent titles to
the above in regions, divisions or functional units of the Association, as may
be appointed by the Board of Directors. The Chairman of the Board and the
President shall be members of the Board of Directors. Any two or more offices
may be held by one person, but no officer shall sign or execute any document in
more than one capacity.
Section 4.20 Election, Term of Office and Qualification. Each officer
-------------------------------------------
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.
Section 4.2 (a) Officers Acting as Assistant Secretary. Notwithstanding
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Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.
Section 4.30 Chief Executive Officer. The Board of Directors shall
-------------------------
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.
Section 4.40 Duties of Officers. The duties of all officers shall be
------------------
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.
Section 4.5 Other Employees. The Board of Directors may appoint from
----------------
time to time such tellers, vault custodians, bookkeepers, and other clerks,
agents, and employees as it may deem advisable for the prompt and orderly
transaction of the business of the Association, define their duties, fix the
salary to be paid them, and dismiss them. Subject to the authority of the Board
of Directors, the Chief Executive Officer or any other officer of the
Association authorized by him, may appoint and dismiss all such tellers, vault
custodians, bookkeepers and other clerks, agents, and employees, prescribe their
duties and the conditions of their employment, and from time to time fix their
compensation.
Section 4.60 Removal and Resignation. Any officer or employee of the
------------------------
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.5.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.
ARTICLE V
FIDUCIARY POWERS
----------------
Section 5.10 Capital Management Group. There shall be an area of this
-------------------------
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital Management
Group shall consist of four service areas: Fiduciary Services, Retail Services,
Investments and Marketing. The Fiduciary Services unit shall consist of personal
trust, employee benefits, corporate trust and operations. The General Office for
the Fiduciary Services unit shall be located in Charlotte, N.C., with City Trust
Offices located in such cities within the State of North Carolina as designated
by the Board of Directors.
Section 5.20 Trust Officers. There shall be a General Trust Officer of
--------------
this Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.
Section 5.30 Capital Management/General Trust Committee. There shall be
------------------------------------------
a Capital Management/General Trust Committee composed of not less than four (4)
members of the Board of Directors or officers of this Association who shall be
appointed annually or from time to time by the Board of Directors of the
Association. The General Trust Officer shall serve as an ex-officio member of
the Committee. Each member shall serve until his successor is appointed. The
Board of Directors or the Chairman of the Board may change the membership of the
Capital Management/General Trust Committee at any time, fill vacancies therein,
or discharge any member thereof with or without cause at any time. The Committee
shall counsel and advise on all matters relating to the business or affairs of
the Capital Management Group and shall adopt overall policies for the conduct of
the business of the Capital Management Group including but not limited to:
general administration, investment policies, new business development, and
review for approval of major assignments of functional responsibilities. The
Committee shall meet at least quarterly or as called for by its Chairman or any
three (3) members of the Committee. A quorum shall consist of three (3) members.
In carrying out its responsibilities, the Capital Management/General Trust
Committee shall review the actions of all officers, employees and committees
utilized by this Association in connection with the activities of the Capital
Management Group and may assign the administration and performance of any
fiduciary powers or duties to any of such officers or employees or to the
Investment Policy Committee, Personal Trust Administration Committee, Account
Review Committee, Corporate and Institutional Accounts Committee, or any other
committees it shall designate. One of the methods to be used in the review
process will be the thorough scrutiny of the Report of Examination by the Office
of the Comptroller of the Currency and the reports of the Audit Division of
First Union Corporation, as they relate to the activities of the Capital
Management Group. These reviews shall be in addition to reviews of such reports
by the Audit Committee of the Board of Directors. The Chairman of the Capital
Management/General Trust Committee shall be appointed by the Chairman of the
Board of Directors. He shall cause to be recorded in appropriate minutes all
actions taken by the Committee. The minutes shall be signed by its Secretary and
approved by its Chairman. Further, the Committee shall summarize all actions
taken by it and shall submit a report of its proceedings to the Board of
Directors at its next regularly scheduled meeting following a meeting of the
Capital Management/General Trust Committee. As required by Section 9.7 of
Regulation 9 of the Comptroller of the Currency, the Board of Directors retains
responsibility for the proper exercise of the fiduciary powers of this
Association.
The Fiduciary Services unit of the Capital Management Group will
maintain a list of securities approved for investment in fiduciary accounts and
will from time to time provide the Capital Management/General Trust Committee
with current information relative to such list and also with respect to
transactions in other securities not on such list. It is the policy of this
Association that members of the Capital Management/General Trust Committee
should not buy, sell or trade in securities which are on such approved list or
in any other securities in which the Fiduciary Services unit has taken, or
intends to take, a position in fiduciary accounts in any circumstances in which
any such transaction could be viewed as a possible conflict of interest or could
constitute a violation of applicable law or regulation. Accordingly, if any such
securities are owned by any member of the Capital Management/General Trust
Committee at the time of appointment to such Committee, the Capital Management
Group shall be promptly so informed in writing. If any member of the Capital
Management/General Trust Committee intends to buy, sell, or trade in any such
securities while serving as a member of the Committee, he should first notify
the Capital Management Group in order to make certain that any proposed
transaction will not constitute a violation of this policy or of applicable law
or regulation.
Section 5.40 Investment Policy Committee. There shall be an Investment
---------------------------
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association who shall be appointed annually or from time to time by the
Board of Directors. Each member shall serve until his successor is appointed.
Meetings shall be called by the Chairman or any two (2) members of the
Committee. A quorum shall consist of five (5) members. The Investment Policy
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the Capital Management/General Trust Committee. All actions
taken by the Investment Policy Committee shall be recorded in appropriate
minutes, signed by the Secretary thereof, approved by its Chairman and submitted
to the Capital Management/General Trust Committee at its next ensuing regular
meeting for its review and approval.
Section 5.50 Personal Trust Administration Committee. There shall be a
---------------------------------------
Personal Trust Administration Committee composed of not less than five (5)
officers, who shall be appointed annually or from time to time by the Board of
Directors. Each member shall serve until his successor is appointed. Meetings
shall be called by the Chairman or any three (3) members of the Committee. A
quorum shall consist of three (3) members. The Personal Trust Administration
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the Capital Management/General Trust Committee. All action
taken by the Personal Trust Administration Committee shall be recorded in
appropriate minutes signed by the Secretary thereof, approved by its Chairman,
and submitted to the Capital Management/General Trust Committee at its next
ensuing regular meeting for its review and approval.
Section 5.60 Account Review Committee. There shall be an Account Review
------------------------
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the Board
of Directors. Each member shall serve until his successor is appointed. Meetings
shall be called by the Chairman or any two (2) members of the Committee. A
quorum shall consist of three (3) members. The Account Review Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the Capital Management/General Trust Committee. All actions taken by the
Account Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof; approved by its Chairman and submitted to the Capital
Management/General Trust Committee at its next ensuing regular meeting for its
review and approval.
Section 5.70 Corporate and Institutional Accounts Committee. There
-------------------------------------------------
shall be a Corporate and Institutional Accounts Committee composed of not less
than five (5) officers and/or employees of this Association, who shall be
appointed annually, or from time to time, by the Capital Management General
Trust Committee and approved by the Board of Directors. Meetings may be called
by the Chairman or any two (2) members of the Committee. A quorum shall consist
of three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and duties as may be assigned to it by the
General Trust Committee. All actions taken by the Corporate and Institutional
Accounts Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman and made available to the General
Trust Committee at the next ensuing regular meeting for its review and approval.
ARTICLE VI
STOCK AND STOCK CERTIFICATES
----------------------------
Section 6.10 Transfers. Shares of stock shall be transferable on the
---------
books of the Association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder by
such transfer shall, in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.
Section 6.20 Stock Certificates. Certificates of stock shall bear the
-------------------
signature of the Chairman, the Vice Chairman, the President or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.
ARTICLE VII
CORPORATE SEAL
--------------
Section 7.10 The President, the Cashier, the Secretary, or any
Assistant Cashier, or Assistant Secretary, or other officer thereunto designated
by the Board of Directors shall have authority to affix the corporate seal to
any document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
------------------------
Section 8.10 Fiscal Year. The fiscal year of the Association shall
-----------
be the calendar year.
Section 8.20 Execution of Instruments. All agreements, indentures,
-------------------------
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Vice President or Assistant Vice President, the Secretary or any Assistant
Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant
Treasurer, or any officer holding similar or equivalent titles to the above in
any regions, divisions or functional units of the Association, or, if in
connection with the exercise of fiduciary powers of the Association, by any of
said officers or by any Trust Officer or Assistant Trust Officer (or equivalent
titles); provided, however, that where required, any such instrument shall be
attested by one of said officers other than the officer executing such
instrument. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Association in such other manner and by
such other officers as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of these
By-laws.
Section 8.30 Records. The Articles of Association, the By-laws, and the
-------
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.
ARTICLE IX
BY-LAWS
-----------
Section 9.10 Inspection. A copy of the By-laws, with all amendments
----------
thereto, shall at all times be kept in a convenient place at the Head Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
Section 9.20 Amendments. The By-laws may be amended, altered or
----------
repealed, at any regular or special meeting of the Board of Directors, by a vote
of a majority of the whole number of Directors.
<PAGE>
Exhibit A
---------
First Union National Bank
Article X
Emergency By-laws
In the event of an emergency declared by the President of the United
States or the person performing his functions, the officers and employees of
this Association will continue to conduct the affairs of the Association under
such guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.
OFFICERS PRO TEMPORE AND DISASTER
Section 1. The surviving members of the Board of Directors or the
Executive Committee shall have the power, in the absence or disability of any
officer, or upon the refusal of any officer to act, to delegate and prescribe
such officer's powers and duties to any other officer, or to any director, for
the time being.
Section 2. In the event of a state of disaster of sufficient severity
to prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavailability, at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by an interim Executive Committee acting
under this section that it shall be to the advantage of this Association to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-laws.
Officer Succession
BE IT RESOLVED, that if consequent upon war or warlike damage or
disaster, the Chief Executive Officer of this Association cannot be located by
the then acting Head Officer or is unable to assume or to continue normal
executive duties, then the authority and duties of the Chief Executive Officer
shall, without further action of the Board of Directors, be automatically
assumed by one of the following persons in the order designated:
Chairman
President
Division Head/Area Administrator - Within this officer class, officers
shall take seniority on the basis of length of service in such office
or, in the event of equality, length of service as an officer of the
Association.
Any one of the above persons who in accordance with this resolution
assumes the authority and duties of the Chief Executive Officer shall continue
to serve until he resigns or until five-sixths of the other officers who are
attached to the then acting Head Office decide in writing he is unable to
perform said duties or until the elected Chief Executive Officer of this
Association, or a person higher on the above list, shall become available to
perform the duties of Chief Executive Officer of the Association.
BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.
Alternate Locations
The offices of the Association at which its business shall be conducted
shall be the main office thereof in each city which is designated as a City
Office (and branches, if any), and any other legally authorized location which
may be leased or acquired by this Association to carry on its business. During
an emergency resulting in any authorized place of business of this Association
being unable to function, the business ordinarily conducted at such location
shall be relocated elsewhere in suitable quarters, in addition to or in lieu of
the locations heretofore mentioned, as may be designated by the Board of
Directors or by the Executive Committee or by such persons as are then, in
accordance with resolutions adopted from time to time by the Board of Directors
dealing with the exercise of authority in the time of such emergency, conducting
the affairs of this Association. Any temporarily relocated place or business of
this Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.
Acting Head Offices
BE IT RESOLVED, that in case of and provided because of war or warlike
damage or disaster, the General Office of this Association, located in
Charlotte, North Carolina, is unable temporarily to continue its functions, the
Raleigh office, located in Raleigh, North Carolina, shall automatically and
without further action of this Board of Directors, become the "Acting Head
Office of this Association";
BE IT FURTHER RESOLVED, that if by reason of said war or warlike damage
or disaster, both the General Office of this Association and the said Raleigh
Office of the Association are unable to carry on their functions, then and in
such case, the Asheville Office of this Association located in Asheville, North
Carolina, shall, without further action of this Board of Directors, become the
"Acting Head Office of this Association"; and if neither the Raleigh Office nor
the Asheville Office can carry on their functions, then the Greensboro Office of
this Association, located in Greensboro, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association"; and if neither the Raleigh Office, the Asheville Office, nor the
Greensboro Office can carry on their functions, then the Lumberton Office of
this Association, located in Lumberton, North Carolina, shall, without further
action of this Board of Directors, become the "Acting Head Office of this
Association". The Head Office shall resume its functions at its legally
authorized location as soon as practicable.
<PAGE>
Legal Title of Bank: First Union National Bank Call Date: 03/31/99
Address: Two First Union Center FFIEC 031
City, State, Zip: Charlotte, NC 28288-0201 Page RC-1
FDIC Certificate #: 33869
-----
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1999
All schedules are to be reported in thousands of dollars.
Unless otherwise indicated, report the amount outstanding
as of the last business day of the quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
C400
Dollar Amount in Thousands RCFD Bil Mil Thou
- ------------------------------------------------------------------------------------------------------------------
ASSETS /////////////////////////
<S> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A): /////////////////////////
a. Noninterest-bearing balances and currency and coin (1)....................... 0081 11,400,000 1.a.
b. Interest-bearing balances (2)................................................ 0071 454,000 1.b.
2. Securities: ////////////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A)................... 1754 1,873,000 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)................. 1773 38,611,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell........... 1350 3,359,000 3.
4. Loans and lease financing receivables /////////////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 131,165,000
/////////////////////////.......................................................4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 1,812,000
/////////////////////////.......................................................4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0
///////////////////////// ...........................................................
d. Loans and leases, net of unearned income, /////////////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c)......................... 2125 129,353,000
4. d.
5. Trading assets (from Schedule RC-D............................................... 3545 4,725,000 5.
6. Premises and fixed assets (including capitalized leases)......................... 2145 3,218,000 6.
7. Other real estate owned (from Schedule RC-M)..................................... 2150 126,000 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 321,000 8.
9. Customers' liability to this bank on acceptances outstanding..................... 2155 769,000 9.
10. Intangible assets (from Schedule RC-M)........................................... 2143 5,285,000 10.
11. Other assets (from Schedule RC-F)................................................ 2160 9,176,000 11.
12. Total assets (sum of items 1 through 11)......................................... 2170 208,670,000 12.
</TABLE>
- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Legal Title of Bank: First Union National Bank Call Date: 3/31/99
Address: Two First Unioin Center FFIEC 031
City, State, Zip: Charlotte, NC 28288-0201 Page RC-2
FDIC Certificate #: 33869
-----
Schedule RC--Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
- --------------------------------------------------------------------------------------------------------
<S> <C>
LIABILITIES ////////////////////////////////
13. Deposits: ////////////////////////////////
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, ////////////////////////////////
part I)....................................................................... RCON 2200128,512,000 13.a.
(1) Noninterest-bearing (1) RCON 6631 21,581,000.. /////////////////////////////// 13.a.(1)
(2) Interest-bearing...................................RCON 6636 106,931,000 /////////////////////////////// 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule
RC-E, ///////////////////////////////
part II)...................................................................... RCFN 2200 9,452,000 13.b.
(1) Noninterest-bearing................................RCFN 6631 553,000 /////////////////////////////// 13.b.(1)
(2) Interest-bearing...................................RCFN 6636 8,899,000 /////////////////////////////// 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase...... RCFD 2800 19,561,000 14.
15. a. Demand notes issued to the U.S. Treasury................................... RCON 2840 500,000 15.a.
b. Trading liabilities (from Schedule RC-D)................................... RCFD 3548 3,585,000 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under ///////////////////////////////
capitalized leases):............................................................ ///////////////////////////////
a. With a remaining maturity of one year or less.............................. RCFD 2332 12,891,000 16.a.
b. With a remaining maturity of more than one year through three years........ RCFD A547 3,583,000 16.b.
c. With a remaining maturity of more than three years......................... RCFD A548 774,000 16.c.
17. Not applicable.................................................................. ///////////////////////////////
18. Bank's liability on acceptances executed and outstanding........................ RCFD 2920 769,000 18.
19. Subordinated notes and debentures (2)........................................... RCFD 3200 4,045,000 19.
20. Other liabilities (from Schedule RC-G).......................................... RCFD 2930 7,306,000 20.
21. Total liabilities (sum of items 13 through 20).................................. RCFD 2948 190,978,000 21.
22. Not applicable.................................................................. ///////////////////////////////
EQUITY CAPITAL ///////////////////////////////
23. Perpetual preferred stock and related surplus................................... RCFD 3838 161,000 23.
24. Common stock.................................................................... RCFD 3230 455,000 24.
25. Surplus (exclude all surplus related to preferred stock)........................ RCFD 3839 13,291,000 25.
26. a. Undivided profits and capital reserves...................................... RCFD 3632 3,768,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities` RCFD 8434 22,000 26.b.
c. Accumulated net gains (losses) on cash flow hedges........................... RCFD 4336 0 26 c.
27. Cumulative foreign currency translation adjustments............................. RCFD 3284 (5,000) 27.
28. Total equity capital (sum of items 23 through 27)............................... RCFD 3210 17,692,000 28.
29. Total liabilities and equity capital (sum of items 21 and 28)................... RCFD 3300 208,670,000 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1997............................................ RCFD 6724 2 M.1.
</TABLE>
1 =Independent audit of the bank conducted in accordance with generally accepted
auditing standards by a certified public accounting firm which submits a report
on the bank
2 =Independent audit of the bank's parent holding company conducted
in accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)
3 =Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
- -----------
(1) Includes total demand deposits and noninterest bearing time and savings
deposit.
(2) Includes limited life preferred stock and related surplus
<PAGE>
4 =Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 =Review of the bank's financial statements by external auditors
6 =Compilation of the bank's financial statements by external auditors
7 =Other audit procedures (excluding tax preparation work) 8 =No external
audit work
Exhibit 99.1 Opinion of Brown & Wood LLP
August 11, 1999
ACE Securities Corp.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Re: ACE Securities Corp. Registration Statement
on Form S-3 (File No. 333-56213)
-------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for ACE Securities Corp., a Delaware
corporation (the "Company"), in connection with the offering of ACE Securities
Corp. Home Loan Trust 1999-A Asset Backed Securities, Class A Notes (the
"Notes"). The Securities have been registered pursuant to the Securities Act of
1933, as amended (the "Act"), by means of a Registration Statement of the
Company on Form S-3 (File No. 333-56213), which was declared effective by the
Securities and Exchange Commission on October 13, 1998 (the "Registration
Statement"). The Notes will be offered pursuant to a prospectus, dated July 26,
1999, as supplemented by a prospectus supplement dated August 6, 1999
(collectively, the "Prospectus"), which will be filed with the Commission
pursuant to Rule 424 under the Securities Exchange Act of 1934, as amended. As
set forth in the Registration Statement, the Notes will be issued under and
pursuant to the conditions of an indenture dated as of August 1, 1999 (the
"Indenture") between ACE Securities Corp. Home Loan Trust 1999-A, as issuer (the
"Issuer") and First Union National Bank, as indenture trustee (the "Indenture
Trustee"), a sale and servicing agreement dated as of August 1, 1999 (the "Sale
and Servicing Agreement") among the Issuer, the Company, GMAC Mortgage
Corporation, as servicer (the "Servicer") and the Indenture Trustee, and a trust
agreement dated as of August 1, 1999 (the "Trust Agreement") between the Company
and Wilmington Trust Company, as owner trustee (the "Owner Trustee").
Capitalized terms used but not defined herein have the meanings
assigned to them in the Indenture or the Sale and Servicing Agreement, as
applicable.
We have examined copies of the Company's Certificate of Incorporation,
the Company's By-laws, the Indenture, the Sale and Servicing Agreement, the
Trust Agreement, the Notes 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:
(1) The Sale and Servicing Agreement has been duly and validly
authorized by all necessary action on the part of the Company, and when
the Agreement has been duly executed and delivered by the Company, the
Servicer, the Issuer and the Indenture Trustee, the Sale and Servicing
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;
(2) The Trust Agreement has been duly and validly
authorized by all necessary action on the part of the Company, and when
the Agreement has been duly executed and delivered by the Company and
the Owner Issuer, the Trust 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;
(3) The Notes have been duly authorized by all necessary action
on the part of the Company, and when the Notes have been duly executed
and authenticated by the Indenture Trustee in accordance with the terms
of the Indenture and issued and delivered against payment therefor as
described in the Registration Statement, the Notes will be legally and
validly issued, fully paid and nonassessable, and the holders thereof
will be entitled to the benefits of the Indenture;
(4) The statements under the caption "Material Federal
Income Tax Considerations" in the Prospectus, insofar as such
statements constitute conclusions of law, are true and correct in all
material respects as set forth therein; and
(5) For federal income tax purposes (i) the Trust will not be
a business entity classified as a corporation, a publicly traded
partnership or a taxable mortgage pool treated as a corporation, but
will be a grantor trust in which the Residual Certificate will
represent the sole ownership interest, and (ii) the Notes will be
classified as debt.
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 and to the references to
this firm under the headings "Legal Matters" and " Material Federal Income Tax
Consequences" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Prospectus.
Very truly yours,
/s/ Brown & Wood LLP
