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Blank Rome Comisky & McCauley LLP___________________________
August 18, 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. 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
BLANK, ROME, COMISKY & McCAULEY LLP
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EXHIBIT "A"
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.
