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EXHIBIT 5.1
December 11, 2000
Onyx Acceptance Financial Corporation
27051 Towne Centre Drive
Foothill Ranch, California 96210
Re: Onyx Acceptance Financial Corporation Registration Statement on
Form S-3 (the "Registration Statement")
Ladies and Gentlemen:
We have acted as special counsel for Onyx Acceptance Financial
Corporation, a corporation organized under the laws of the State of Delaware
(the "Company"), and certain trusts, all of the beneficial ownership of which
will be initially owned by the Company (together with the Company, each an
"Issuer"), in connection with the proposed issuance by each Issuer of its Auto
Loan Backed Notes (the "Notes"). The Notes are to be issued pursuant to the
Indenture for each series, each between the applicable Issuer and the Indenture
Trustee (as defined therein). The Indenture, in the form filed with the
Securities and Exchange Commission as an exhibit to the Registration Statement,
is herein referred to as the "Indenture."
We have examined originals or copies, certified or otherwise to
our satisfaction, of the Issuer's organizational documents, the form of
Indenture and form of Notes included therein and such other documents, records,
certificates of the Company and public officials and other instruments as we
have deemed necessary for the purposes of rendering this opinion. In addition,
we have assumed that the Indenture as completed for each series will be duly
executed and delivered by each of the parties thereto; that the Notes as
completed for each series will be duly executed and delivered substantially in
the forms contemplated by the Indenture; and that the Notes for each series will
be sold as described in the Registration Statement.
Based upon the foregoing and subject to the limitations and
qualifications set forth below, we are of the opinion that the Notes are in due
and proper form and, assuming the due authorization, execution and delivery of
the Indenture of each series by the applicable Issuer and the Indenture Trustee
and the due authorization of the Notes for each series by all necessary action
on the part of the applicable Issuer, when the Notes for each series have been
validly executed, authenticated and issued in accordance with the applicable
Indenture and delivered against payment therefor, the Notes for each series will
be valid and binding obligations of the applicable Issuer, enforceable against
the applicable Issuer in accordance with their terms, except that the
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Onyx Acceptance Financial Corporation
December 11, 2000
Page 2
enforceability thereof may be subject to (a) bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent or preferential conveyance
or other similar laws now or hereinafter in effect relating to creditors' rights
generally, and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and to the
discretion of the court before which any proceeding therefor may be brought.
The opinion expressed above is subject to the qualification that
we do not purport to be experts as to the laws of any jurisdiction other than
the federal laws of the United States of America and the laws of the State of
New York, and we express no opinion herein as to the effect that the laws and
decisions of courts of any such other jurisdiction may have upon such opinions.
We consent to the use and filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus Supplement and the Prospectus contained
therein. In giving such consent we do not imply or admit that we are within the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ ANDREWS & KURTH, LLP
