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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) January 26, 2000
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: Treasurer
Dated: January 26, 2000
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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
EXHIBIT 5. 1
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[Letterhead of Thacher Proffitt & Wood]
January 26, 2000
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Option One Mortgage Loan Trust
Asset-Backed Certificates, Series 2000-1
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Ladies and Gentlemen:
We have acted as counsel to Option One Mortgage Acceptance Corporation (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
January 24, 2000 (the "Mortgage Loan Purchase Agreement") between Option One
Mortgage Corporation (the "Seller") and the Depositor, (ii) the Pooling and
Servicing Agreement, dated as of January 1, 2000 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, the Seller as master servicer (in
such capacity, the "Master Servicer") and Norwest Bank Minnesota, National
Association as trustee (the "Trustee") and the certificates issued pursuant
thereto designated as Asset-Backed Certificates, Series 2000-1, (collectively,
the "Certificates"), (iii) the Underwriting Agreement, dated January 24, 2000,
among the Depositor, the Seller and Greenwich Capital Markets, Inc. (the
"Underwriter") pursuant to which certain Certificates were sold (collectively,
the "Underwritten Certificates"), (iv) the Prospectus Supplement, dated January
24, 2000 (the "Prospectus Supplement") and the Prospectus to which it relates,
dated January 24, 2000 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus). The Mortgage Loan Purchase Agreement, the Pooling
and Servicing Agreement, the Underwriting Agreement and the Prospectus are
collectively referred to herein as the "Agreements." 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,
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OOMAC, Series 2000-1 Page 2
January 26, 2000
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.
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.
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OOMAC, Series 2000-1 Page 3
January 26, 2000
2. The Class A Certificates, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates and the Class S 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, REMIC II, REMIC
III, REMIC IV, REMIC V and REMIC VI will each qualify as a real estate
mortgage investment conduit (AREMIC@) within the meaning of the REMIC
Provisions of the Code, each class of Offered Certificates, the Class
C Certificates and the Class P Certificates will represent ownership
of Aregular interests@ in REMIC VI and will generally be treated as
debt instruments of REMIC VI and the Class R Certificates will
constitute the sole class of Aresidual certificates@ in REMIC VI,
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
