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EXHIBIT 5.2
December 11, 2000
Onyx Acceptance Financial Corporation
27051 Towne Centre Drive
Foothill Ranch, California 92610
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 the Issuer of its Auto
Loan Backed Certificates (the "Certificates"). The Certificates of a series are
to be issued pursuant to either a Pooling and Servicing Agreement or a Trust
Agreement between the Issuer, the trustee (the "Trustee"), and, in the case of a
Pooling and Servicing Agreement, an administrator (the "Administrator"). The
Pooling and Servicing Agreement and the Trust Agreement, each in the form filed
with the Securities and Exchange Commission as an exhibit to the Registration
Statement, are each referred to herein as an "Agreement".
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Issuer's organizational documents, the form of each
Agreement and the form of Certificates included therein and such other
documents, records, certificates of the Issuer and public officials and other
instruments as we have deemed necessary for the purposes of rendering this
opinion. In addition, we have assumed that each Agreement as completed for each
series will be duly executed and delivered by each of the parties thereto; that
the Certificates as completed for each series will be duly executed and
delivered substantially in the forms contemplated by the related Agreement; and
that the Certificates 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 Certificates are
in due and proper form and, assuming the due authorization, execution and
delivery of the related Agreement for each series by the applicable Issuer, the
Trustee, and the Administrator (if applicable) and the due authorization of the
Certificates
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Onyx Acceptance Financial Corporation
December 11, 2000
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for each series by all necessary action on the part of the applicable Issuer,
when the Certificates for each series have been validly executed, authenticated
and issued in accordance with the applicable Agreement and delivered against
payment therefor, the Certificates for each series will be validly issued and
outstanding, fully paid and non-assessable, and entitled to the benefits of the
related Agreement in accordance with their terms.
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 5.2 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement and 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
