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Blank Rome Comisky & McCauley LLP
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June 26, 2000
American Business Financial Services, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
Re: American Business Financial Services, Inc.
Debt Securities
Registration Statement on Form S-2
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Gentlemen:
We have acted as counsel to American Business Financial
Services, Inc. (the "Company") in connection with the Registration
Statement on Form S-2 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offer and sale by
the Company of up to $350,000,000 in principal amount of unsecured,
subordinated investment notes and unsecured, adjustable rate,
subordinate money market securities (the "Debt Securities"). The Debt
Securities will be issued pursuant to an Indenture to be entered into
between the Company and U.S. Bank Trust National Association, a
national banking association, as trustee (the "Indenture"). This
opinion is being furnished pursuant to the requirements of Item
601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined only the documents
listed on Exhibit "A" attached hereto. We have not performed any
independent investigation other than the document examination
described. Our opinion is therefore qualified in all respects by the
scope of that document examination. We have assumed and relied, as to
questions of fact and mixed questions of law and fact, on the truth,
completeness, authenticity and due authorization of all certificates,
documents and records examined and the genuineness of all signatures.
We have also assumed that the Indenture will be in the form filed as an
exhibit to the Registration Statement and will have been duly executed
and delivered by the Company and U.S. Bank Trust National Association,
a national banking association, as trustee.
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This opinion is limited to the laws of the State of Delaware
and no opinion is expressed as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that the Debt Securities that are being offered and sold by the Company
pursuant to the Registration Statement, when issued by the Company as
contemplated by the Registration Statement and in accordance with the
Indenture, will be binding obligations of the Company.
The opinions expressed herein are qualified in all respects by
the following: (a) no opinion is rendered as to the availability of
equitable remedies including, but not limited to, specific performance
and injunctive relief; (b) the effect of bankruptcy, reorganization,
insolvency, fraudulent conveyance, moratorium and other similar laws or
equitable principles affecting creditors' rights or remedies; and (c)
the effect of applicable law and court decisions which may now or
hereafter limit or render unenforceable certain rights and remedies.
This opinion is given as of the date hereof. We assume no
obligation to update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to our attention or any changes
in laws which may hereafter occur.
This opinion is strictly limited to the matters stated herein
and no other or more extensive opinion is intended, implied or to be
inferred beyond the matters expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under
the caption "Legal Matters" in the Prospectus, which is part of the
Registration Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley LLP
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BLANK, ROME, COMISKY & McCAULEY LLP
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EXHIBIT "A"
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1. The Company's Amended and Restated Certificate of
Incorporation.
2. The Company's Amended and Restated Bylaws.
3. Resolutions of the Board of Directors approving the Offering.
4. Form of Indenture filed as an exhibit to the Registration
Statement.
5. The Registration Statement.
6. Good Standing Certificate from the Secretary of State of the
State of Delaware.
