EXHIBIT 5.1, 8.1 and 23.1
July 17, 2000
Long Beach Securities Corp.
1100 Town & Country Road
Orange, California 92868
Long Beach Securities Corp.
Mortgage Pass-Through Certificates and
Mortgage-Backed Notes
Registration Statement on Form S-3
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Ladies and Gentlemen:
We are counsel to Long Beach Securities Corp., a Delaware corporation
(the "Registrant"), in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of Mortgage Pass-Through Certificates (the
"Certificates") and Mortgage-Backed Notes (the "Notes"; collectively with the
Certificates, the "Securities"), and the related preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement"). The
Certificates are issuable in series under separate pooling and servicing
agreements (each such agreement, a "Pooling and Servicing Agreement") among the
Registrant and a master servicer and a trustee to be identified in the
prospectus supplement for such series of Certificates. Each Pooling and
Servicing Agreement will be substantially in one of the forms filed as Exhibits
to the Registration Statement. The Notes are issuable in series under separate
indentures (each such indenture, an "Indenture"), between an indenture trustee
and an issuer to be formed, each to be identified in the prospectus supplement
for such series of Notes. Each Indenture will be substantially in the form filed
as an Exhibit to the Registration Statement.
In rendering this opinion letter, as to relevant factual matters 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 or as copies thereof, 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 any document to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such document as so
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LONG BEACH SECURITIES CORP. Page 2.
July __, 2000
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 as to factual matters contained in any
document or (b) the conformity of the underlying assets and related documents to
the requirements of any agreement to which this opinion letter relates.
The opinions expressed 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
dealing 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 and other decisions
upon the availability and enforceability of certain remedies including the
remedies of specific performance and self-help and provisions purporting to
waive the obligation of good faith, materiality, fair dealing, diligence,
reasonableness or objection to venue or forum, to confer subject matter
jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not
otherwise have subject matter jurisdiction, to waive the right to jury trial, to
impose a penalty or forfeiture, to release, exculpate or exempt a party from or
require indemnification of a party for liability for its own action or inaction
to the extent that the action or inaction includes negligence, recklessness or
willful or unlawful conduct, to sever any provision of any agreement, to
restrict access to legal or equitable remedies, to establish evidentiary
standards, to appoint any person or entity as the attorney-in-fact of any other
person or entity, to require that any agreement may only be amended, modified or
waived in writing, to provide that all rights or remedies of any party are
cumulative and may be enforced in addition to any other right or remedy, to
provide that the election of a particular remedy does not preclude recourse to
one or more remedies, to provide that the failure to exercise or the delay in
exercising rights or remedies will not operate as a waiver of any such rights or
remedies, to waive rights or remedies which can not be waived as a matter of
law, to provide for set-off unless there is mutuality between the parties or to
provide that any agreement is to be governed by or construed in accordance with
the laws of any jurisdiction other than the State of New York, (iii) bankruptcy,
insolvency, receivership, reorganization, liquidation, voidable preference,
fraudulent conveyance and transfer, moratorium and 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 any provision of any agreement which
purports or is construed to provide indemnification with respect to securities
law violations. We do not express any opinion herein with respect to any law the
violation of which would not have any material adverse effect on the ability of
any party to perform its obligations under any agreement. However, the
non-enforceability of any such provisions will not, taken as a whole, materially
interfere with the practical realization of the benefits of the rights and
remedies included in any such agreement which is the subject of any opinion
expressed below, except for the considerations referred to in foregoing clause
(iv) and the consequences of any judicial, administrative, procedural or other
delay which may be imposed by, relate to or arise from applicable laws,
equitable principles and interpretations thereof.
In rendering this opinion letter, we do not express any opinion
concerning any laws other than the federal laws of the United States, the laws
of the State of New York and the State of Delaware.
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LONG BEACH SECURITIES CORP. Page 3.
July __, 2000
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. Each Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, will be a valid and legally binding agreement under
the laws of the State of New York, enforceable thereunder
against the parties thereto in accordance with its terms.
2. Each Indenture, assuming the authorization, execution and
delivery thereof by the parties thereto, will be a valid and
legally binding agreement under the laws of the State of New
York, enforceable thereunder against the parties thereto in
accordance with its terms.
3. Each series of Certificates, assuming the authorization,
execution and delivery of the related Pooling and Servicing
Agreement, the execution and authentication of such
Certificates in accordance with that Pooling and Servicing
Agreement and the delivery thereof and payment therefor as
contemplated in the Registration Statement and in the
prospectus and prospectus supplement delivered in connection
with such Certificates, will be legally and validly issued and
outstanding, fully paid and non- assessable and entitled to
the benefits of that Pooling and Servicing Agreement.
4. Each series of Notes, assuming the authorization, execution
and authentication thereof in accordance with the related
Indenture and the delivery thereof and payment therefor as
contemplated in the Registration Statement and in the
prospectus and prospectus supplement delivered in connection
with such Notes, will be legally and validly issued and
outstanding, fully paid and non-assessable and entitled to the
benefits of that Indenture.
5. The description of federal income tax consequences appearing
under the heading "Federal Income Tax Consequences" in the
prospectus contained in the Registration Statement, discusses
the material federal income tax consequences of an investment
in the Securities, is accurate with respect to those tax
consequences which are discussed and we hereby adopt and
confirm that description as our opinion.
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LONG BEACH SECURITIES CORP. Page 4.
July __, 2000
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Federal Income Tax Consequences" and "Legal Matters", 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/ Francis X. Sulger
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Name: Francis X. Sulger
Title: Partner
