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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): July 9, 1998
ASSET BACKED SECURITIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-00365 13-3354848
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Eleven Madison Avenue
New York, New York 10010
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Address of Principal (Zip Code)
Executive Offices
Registrant's telephone number, including area code (212) 325-2000
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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 (Numbered pursuant to Item 601 of Regulation S-K)
Exhibit
Number
5.1.5 Opinion of Brown & Wood LLP with respect to legality
(Manufactured Housing)
8.1.7 Opinion of Brown & Wood LLP with respect to tax matters
(Manufactured Housing)
23.1 Consent of Brown & Wood LLP (Manufactured Housing) (included in
Exhibits 5.1.5 and 8.1.7)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSET BACKED SECURITIES CORPORATION
By: /s/ Fiachra T. O'Driscoll
_________________________________
Fiachra T. O'Driscoll
Vice President
Dated: July 9, 1998
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Index to Exhibits
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Sequentially
Exhibit Numbered
No. Exhibit Page
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5.1.5 Opinion of Brown & Wood LLP with respect to
legality (Manufactured Housing)
8.1.7 Opinion of Brown & Wood LLP with respect to
Federal tax matters (Manufactured Housing)
23.1 Consent of Brown & Wood LLP (Manufactured
Housing) (included in Exhibits 5.1.5 and 8.1.7)
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EXHIBIT 5.1.5
July 9, 1998
Asset Backed Securities Corporation
Eleven Madison Avenue
New York, New York 10010
Re: Asset Backed Securities Corporation
Registration Statement on Form S-3 (File No. 333-00365)
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Dear Sirs:
We have acted as special counsel to Asset Backed Securities
Corporation, a Delaware corporation (the "Depositor"), in examining the
registration statement on Form S-3 (File No. 333-000365) (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of Conduit Mortgage and Manufactured Housing
Contract Pass-Through Certificates (the "Mortgage Certificates"). As set forth
in the Registration Statement, each Series of Mortgage Certificates will be
issued pursuant to an agreement to be identified in the prospectus supplement
for such Series consisting of (i) a pooling and servicing agreement among the
Depositor, the Master Servicer or Servicer named therein and a trustee named
therein, (ii) a reference agreement and standard terms and provisions of
pooling and servicing agreement among the Depositor, the Master Servicer or
Servicer named therein and a trustee named therein or (iii) a deposit trust
agreement between the Depositor and a trustee named therein (any such
agreement, a "Pooling and Servicing Agreement"). Capitalized terms not
otherwise defined herein have the meanings ascribed thereto in the
Registration Statement.
In rendering the opinions set forth herein, we have examined and
relied on originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
necessary or appropriate as a basis for the opinions set forth below (the
"Relevant Documents"). In such examination, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
Relevant Documents submitted to us as originals, the conformity to original
documents of all Relevant Documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies and
the truth, accuracy and completeness of the information, representations and
warranties contained in the Relevant Documents.
Based upon the foregoing, we are of the opinion that:
(i) When any Pooling and Servicing Agreement related to a Series of
Mortgage Certificates has been duly and validly authorized by the Depositor
and has been duly executed and delivered by the Depositor, assuming the due
authorization, execution and delivery by the trustee named therein and, where
applicable, the Servicer or Master Servicer named therein, such Pooling and
Servicing Agreement will constitute a valid and binding agreement of the
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Depositor, enforceable against the Depositor in accordance with its terms,
except as enforcement thereof may be subject to or limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium, fraudulent conveyance or
other similar laws relating to or affecting the enforcement of creditors'
rights generally and by general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
(ii) When a Series of Mortgage Certificates has been duly authorized
by all necessary action on the part of the Depositor (subject to the terms
thereof being otherwise in compliance with applicable law at such time), duly
executed and authenticated by the trustee for such Series in accordance with
the terms of the related Pooling and Servicing Agreement and issued and
delivered against payment therefor as described in the Registration Statement,
such Mortgage Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of the
related Pooling and Servicing Agreement.
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 and the
federal laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm wherever appearing
in each Prospectus related to the Mortgage Certificates forming a part of the
Registration Statement, without admitting that we are "experts" within the
meaning of the Act or the Rules and Regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ Brown & Wood LLP
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EXHIBIT 8.1.7
July 9, 1998
Asset Backed Securities Corporation
Eleven Madison Avenue
New York, New York 10010
Re: Asset Backed Securities Corporation
Registration Statement on Form S-3 (File No. 333-00365)
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Dear Sirs:
We have acted as special counsel to Asset Backed Securities
Corporation, a Delaware corporation (the "Depositor"), in connection with
examining the registration statement on Form S-3 (File No. 333-000365) (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of Conduit Mortgage and
Manufactured Housing Contract Pass-Through Certificates (the "Certificates").
As set forth in the Registration Statement, each Series of Certificates will
be issued pursuant to an agreement to be identified in the prospectus
supplement for such Series consisting of (i) a pooling and servicing agreement
among the Depositor, the Master Servicer or Servicer named therein, and a
trustee named therein, (ii) a reference agreement and standard terms and
provisions of pooling and servicing agreement among the Depositor, the Master
Servicer or Servicer named therein, and a trustee named therein or (iii) a
deposit trust agreement between the Depositor and a trustee named therein (any
such agreement, a "Pooling and Servicing Agreement").
We have examined the prospectus related to the Certificates (the
"Mortgage Prospectus") forming a part of the Registration Statement in the
form filed on behalf of Depositor with the Securities and Exchange Commission
under the Act on February 25, 1998 and such other instruments, documents and
records as we have deemed necessary or appropriate as a basis for the opinion
set forth below (collectively, the "Relevant Documents").
In arriving at the opinion expressed below, we have assumed that each
Pooling and Servicing Agreement will be duly authorized by all necessary
corporate action on the part of the Depositor and each other party thereto for
the related Series of Certificates and will be duly executed and delivered by
the Depositor and each other party thereto substantially in the applicable
form filed or incorporated by reference as an exhibit to the Registration
Statement, that the Certificates of each Series will be duly executed and
delivered in substantially the forms set forth in the related Pooling and
Servicing Agreement filed or incorporated by reference as an exhibit to the
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Registration Statement, and that Certificates will be sold as described in the
Registration Statement.
As counsel to the Depositor, we have advised the Depositor with
respect to certain federal income tax aspects of the proposed issuance of each
Series of the Certificates pursuant to the related Pooling and Servicing
Agreement. Such advice has formed the basis for the description of selected
federal income tax consequences for holders of such Certificates that appears
under the heading "Material Federal Income Tax Considerations" in each
Mortgage Prospectus forming a part of the Registration Statement. Such
description does not purport to discuss all possible federal income tax
ramifications of the proposed issuance of the Certificates, but with respect
to those federal income tax consequences which are discussed, in our opinion,
the description is accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Registration Statement and in the other Relevant Documents reviewed by us. Our
opinion as to the matters set forth herein could change with respect to a
particular Series of Certificates as a result of changes in fact or
circumstances, changes in the terms of the Relevant Documents or changes in
the law subsequent to the date hereof. Because Series of Certificates with
numerous different characteristics may be issued, you should be aware that the
particular characteristics of each Series of Certificates must be considered
in determining the applicability of this opinion to such Series of
Certificates.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Material Federal Income Tax Considerations" in each Mortgage Prospectus
forming a part of the Registration Statement, without admitting that we are
"experts" within the meaning of the Act or the Rules and Regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
/s/ Brown & Wood LLP
