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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) June 16, 1998
Asset Backed Securities Corporation
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(Exact name of registrant as specified in its charter)
DELAWARE 333-365 13-3354848
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. employer
OF INCORPORATION) FILE NUMBER) identification no.)
11 Madison Avenue, New York, New York 10010
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(Address of principal executive offices) (ZIP CODE)
(212) 325-2000
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
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Items 1 through 6 and 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits - The following Exhibits to the Form S-3 Registration
Statement of the Registrant are hereby filed:
Sequentially
Numbered
Exhibit Exhibit
Number Page
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5.1.4 Opinion of Orrick, Herrington & Sutcliffe LLP. (Mortgage Loans)
8.1.4 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters. (Mortgage Loans)
23.2 Consent of Orrick, Herrington & Sutcliffe LLP (included in
exhibits 5.1.4 and 8.1.4).
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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.
ASSET BACKED SECURITIES CORPORATION
By: /s/ Kari Skilbred
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Name: Kari Skilbred
Title: Vice President
Dated: June 16, 1998
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Exhibit 5.1.4
June 16, 1998
Asset Backed Securities Corporation
11 Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3,
filed by Asset Backed Securities Corporation, a Delaware corporation (the
"Registrant"), with the Securities and Exchange Commission on February 25, 1998
(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").
The Certificates are issuable in series (each, a "Series") under either a
separate Pooling and Servicing Agreement, Standard Terms and Reference Agreement
or Deposit Trust Agreement (each such agreement, a "Pooling and Servicing
Agreement") by and among the Registrant, the Master Servicer, Special Servicer
or Servicer named therein. The Certificates of each Series are to be sold as set
forth in the Registration Statement, any amendment thereto, and the prospectus
and prospectus supplement relating to such Series.
We have examined such instruments, documents and records as we deemed
relevant and necessary as a basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that when the issuance of
each Series of Certificates has been duly authorized by appropriate corporate
action and the Certificates of such Series have been duly executed,
authenticated and delivered in accordance with the Pooling and Servicing
Agreement relating to such Series and sold, the Certificates will be legally
issued, fully paid, binding obligations of the trust created by the Pooling and
Servicing Agreement, and the holders of the Certificates will be entitled to the
benefits of the Pooling and Servicing Agreement, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the rights of creditors generally and general principles of equity,
including without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, and the possible unavailability of specific performance
or injunctive relief, regardless of whether such enforceability is considered in
a proceeding in equity or at law.
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Asset Backed Securities Corporation
June 16, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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Exhibit 8.1.4
June 16, 1998
Asset Backed Securities Corporation
11 Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
We have advised Asset Backed Securities Corporation (the "Registrant") with
respect to certain federal income tax aspects of the issuance by the Registrant
of its Conduit Mortgage and Manufactured Housing Contract Pass-Through
Certificates, issuable in series (the "Certificates"). Such advice conforms to
the description of selected federal income tax consequences to holders of the
Certificates that appears under the heading "Material Federal Income Tax
Consequences" in the prospectus (the "Prospectus") forming a part of the
Registration Statement on Form S-3 as prepared for filing by the Registrant with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") on February 25, 1998 (the "Registration Statement"). Such
description does not purport to discuss all possible income tax ramifications of
the proposed issuance, but with respect to those tax consequences which are
discussed, in our opinion the description is accurate in all material respects.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
