<PAGE> 1
October 5, 2000 Exhibit 5
FGIC Securities Purchase, Inc.
115 Broadway
New York, New York 10006
Re: FGIC Securities Purchase, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement"), in the form being filed with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of $1,000,000,000 aggregate principal amount of
liquidity facility obligations (the "Obligations") of FGIC Securities Purchase,
Inc, a Delaware corporation (the "Company"). The Obligations are to be issued in
substantially the forms of the Standby Bond Purchase Agreements filed as
Exhibits 4.1 and 4.2 to the Registration Statement (the "Standby Bond Purchase
Agreements"). The Obligations are to be sold from time to time as set forth in
the Registration Statement, any amendment thereto, the prospectus contained
therein (the "Prospectus") and any supplements to the Prospectus (each, a
"Prospectus Supplement").
We have examined instruments, documents and records which we deemed
relevant and necessary for the basis of our opinions hereinafter expressed.
Based on such examination, we are of the following opinions:
1. The Company is validly existing and in good standing under the laws of
the State of Delaware.
2. The Company has duly authorized the form of each of the Standby Bond
Purchase Agreements and, when executed and delivered by the Company, each will
constitute a valid and binding agreement of the Company.
3. When the Obligations have been duly issued by the Company as
contemplated by the Standby Bond Purchase Agreements, such Obligations will be
legal, valid and binding obligations of the Company.
<PAGE> 2
Our opinion that the Obligations are legal, valid and binding is qualified
as to limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the enforcement of creditors' rights 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.
We express no opinion as to matters of law in jurisdictions other than the
State of California, the federal law of the United States and the corporate law
of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement, the Prospectus, any Prospectus Supplement and in any
amendment or supplement thereto. In giving such consent, we do not consider that
we are "experts" within the meaning of such term as used in the Act or the rules
and regulations of the Securities and Exchange 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
