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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) November 30, 1998
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Asset Backed Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-64351 13-3354848
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(Commission File Number) (I.R.S. Employer Identification No.)
Madison Avenue, New York, New York 10010
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(Address of Principal Executive Offices) (Zip Code)
(212) 325-1811
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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)
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Item 5. Other Events.
The Registrant is filing final forms of the exhibits listed in Item 7(c)
below.
Item 7. Financial Statements and Exhibits
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Document Description
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<S> <C>
8.1 Opinion of Dechert Price & Rhoads with respect to Federal
tax matters.
23.1 Consent of Dechert Price & Rhoads (included in exhibit 8.1).
23.2 Consent of Pricewaterhouse Coopers LLP.
</TABLE>
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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 hereunto duly authorized.
ASSET BACKED SECURITIES CORPORATION
(Registrant)
Dated: November 30, 1998 By: /s/ Philip Weingord
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Name: Philip Weingord
Title: Authorized Officer
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INDEX TO EXHIBITS
Exhibit No. Document Description
- ---------- --------------------
8.1 Opinion of Dechert Price & Rhoads with respect to Federal
tax matters.
23.1 Consent of Dechert Price & Rhoads (included in exhibit 8.1).
23.2 Consent of Pricewaterhouse Coopers LLP.
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EXHIBIT 8.1
December ___, 1998
Asset Backed Securities Corporation
11 Madison Avenue
New York, New York 10010
Re: Triad Auto Receivables Owner Trust 1998-4
Ladies and Gentlemen:
We have acted as special counsel to Triad Financial Corporation
("Triad") in connection with the sale and assignment of certain non-prime motor
vehicle retail installment sale contracts secured by new and used automobiles
and light-duty trucks (the "Receivables") by Triad to Asset Backed Securities
Corporation ("ABSC"), and from ABSC to Triad Auto Receivables Owner Trust 1998-4
(the "Issuer") formed pursuant to the Amended and Restated Trust Agreement,
dated as of November 1, 1998 (the "Trust Agreement"), among Triad Financial
Corporation Special Purpose Corporation II, as certificateholder, ABSC, as
depositor, Triad, as servicer, Wilmington Trust Company, as owner trustee (the
"Owner Trustee"). Capitalized terms used herein without definition have the
meanings ascribed to them in the Trust Agreement.
In connection with our opinions set forth herein, we have examined
and relied upon and base our opinion on (i) the Trust Agreement, (ii) the Sale
and Servicing Agreement, dated as of November 1, 1998, relating to the Issuer,
among Triad in its individual capacity and as Servicer, ABSC, the Issuer as
Purchaser, and Chase Manhattan Bank, as indenture trustee (the "Indenture
Trustee") and as backup servicer, (iii) the Receivables Purchase Agreement,
dated as of November 1, 1998 between Triad as Seller and ABSC as Purchaser, (iv)
the Indenture, dated as of November 1, 1998, between the Issuer and the
Indenture Trustee, (v) the Prospectus Supplement and the Prospectus for the
Class A Notes, filed by ABSC on [November 30, 1998] and (vi) such other
documents, records and matters of law as we have deemed necessary for purposes
of this opinion.
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Asset Backed Securities Corporation
December __, 1998
Page 2
Our opinion is based upon our analysis and interpretation of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as upon court
decisions, regulations, and other administrative interpretations of the Code.
The statutory provisions, regulations, and interpretations upon which our
opinion is based are subject to change, and such changes could apply
retroactively. In addition, our opinion has no binding effect on the Internal
Revenue Service or on any court and only represents our professional judgment.
Thus, there can be no assurance that positions contrary to those stated in our
opinion may not be asserted by the Internal Revenue Service.
Subject to the foregoing, it is our opinion that for federal income
tax purposes: (i) the Class A Notes, held by persons other than the Triad, will
constitute indebtedness for federal income tax purposes, and (ii) the Issuer
will not be classified as an association (or publicly traded partnership)
taxable as a corporation for federal income tax purposes.
Based upon the foregoing, we hereby confirm that the statements set
forth in the Prospectus Supplement under the heading "Material Federal Income
Tax Consequences" accurately reflect our opinion.
Our opinion is issued as of the date hereof and is limited to the
laws now in effect as to which our opinion relates and facts and circumstances
in existence on the date hereof, and we assume no undertaking to advise you of
any changes in the opinion expressed herein as a result of any change in any
laws, facts or circumstances which may come to our attention after the date
hereof. This opinion is rendered only to those to whom it is specifically
addressed and may not be disclosed or relied on in connection with any
transaction other than the transactions contemplated by the Trust Agreement. The
opinion may not be relied upon for any other purpose, or relied upon by any
other person, firm or corporation for any purpose, without our prior written
consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 of ABSC (File No. 333-64351) and to being
named in the Prospectus Supplement under the caption "Material Federal Income
Tax Consequences" with respect to the matters stated therein. Further, we hereby
consent to the incorporation by reference of this opinion into such Registration
Statement.
Very truly yours,
Dechert Price & Rhoads
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Exhibit 23.2
[PRICEWATERHOUSECOOPERS LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Triad Financial Corporation relating to the Triad Auto Receivables Owner Trust
1998-4 of our report dated January 26, 1998 on our audits of the consolidated
financial statements of Financial Security Assurance Inc. and Subsidiaries as of
December 31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997. We also consent to the reference to our Firm under the
caption "Experts".
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
November 30, 1998
