Exhibit 5.1
[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
December 18, 2000
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3, to be filed by Residential Asset Securities Corporation, a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission on
December 18, 2000 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act") of
Mortgage Asset-Backed 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 (each
such agreement, a "Pooling and Servicing Agreement") by and among the
Registrant, the Master Servicer or Servicer named therein and the Trustee named
therein or a Trust Agreement (each such agreement, a "Trust Agreement") by and
among the Registrant, the Trustee named therein and the Certificate
Administrator 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 and delivered
in accordance with the Pooling and Servicing Agreement or the Trust 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 or the Trust Agreement, and the holders of the Certificates will be
entitled to the benefits of the Pooling and Servicing Agreement or the Trust
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
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possible unavailability of specific performance or injunctive relief, regardless
of whether such enforceability is considered in a proceeding in equity or at
law.
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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