Form S-3 Page 1
December 18, 2000
December 18, 2000
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
Residential Asset Mortgage Products, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We are counsel to Residential Asset Securities Corporation, a Delaware
corporation (the "Registrant"), in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of Mortgage Asset-Backed
and Manufactured Housing Contract Pass-Through Certificates (the "Securities"),
and the related preparation and filing of a Registration Statement on Form S-3
(the "Registration Statement") and various amendments. The Securities are
issuable in series under separate agreements more particularly described in the
prospectus and the prospectus supplement relating to such series. Each agreement
(an "Agreement") will be substantially in the form filed as an Exhibit to the
Registration Statement.
In rendering this opinion letter, as to relevant factual matters we have
examined the documents described above and such other documents as we have
deemed necessary including, where we have deemed appropriate, representations or
certifications of officers of parties thereto or public officials. In rendering
this opinion letter, except for the matters that are specifically addressed in
the opinions expressed below, we have assumed (i) the authenticity of all
documents submitted to us as originals or as copies thereof, and the conformity
to the originals of all documents submitted to us as copies, (ii) the necessary
entity formation and continuing existence in the jurisdiction of formation, and
the necessary licensing and qualification in all jurisdictions, of all parties
to all documents, (iii) the necessary authorization, execution, delivery and
enforceability of all documents, and the necessary entity power with respect
thereto, and (iv) that there is not any other agreement that modifies or
supplements the agreements expressed in any document to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such document as so modified or supplemented. In rendering this opinion
letter, except for the matters that are specifically addressed in the opinions
expressed below, we have made no inquiry, have conducted no investigation and
assume no responsibility with respect to (a) the accuracy of and compliance by
the parties thereto with the representations, warranties and covenants as to
factual matters contained in any document or (b) the conformity of the
underlying assets and related documents to the requirements of any agreement to
which this opinion letter relates.
The opinions expressed below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial and other decisions
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Form S-3 Page 2
December 18, 2000
upon the availability and enforceability of certain remedies including the
remedies of specific performance and self-help and provisions purporting to
waive the obligation of good faith, materiality, fair dealing, diligence,
reasonableness or objection to venue or forum, to confer subject matter
jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not
otherwise have subject matter jurisdiction, to waive the right to jury trial, to
impose a penalty or forfeiture, to release, exculpate or exempt a party from or
require indemnification of a party for liability for its own action or inaction
to the extent that the action or inaction includes negligence, recklessness or
willful or unlawful conduct, to sever any provision of any agreement, to
restrict access to legal or equitable remedies, to establish evidentiary
standards, to appoint any person or entity as the attorney-in-fact of any other
person or entity, to require that any agreement may only be amended, modified or
waived in writing, to provide that all rights or remedies of any party are
cumulative and may be enforced in addition to any other right or remedy, to
provide that the election of a particular remedy does not preclude recourse to
one or more remedies, to provide that the failure to exercise or the delay in
exercising rights or remedies will not operate as a waiver of any such rights or
remedies, to waive rights or remedies which can not be waived as a matter of
law, to provide for set-off unless there is mutuality between the parties or to
provide that any agreement is to be governed by or construed in accordance with
the laws of any jurisdiction other than the State of New York, (iii) bankruptcy,
insolvency, receivership, reorganization, liquidation, voidable preference,
fraudulent conveyance and transfer, moratorium and other similar laws affecting
the rights of creditors or secured parties and (iv) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of any provision of any agreement which
purports or is construed to provide indemnification with respect to securities
law violations. We do not express any opinion herein with respect to any law the
violation of which would not have any material adverse effect on the ability of
any party to perform its obligations under any agreement. However, the
non-enforceability of any such provisions will not, taken as a whole, materially
interfere with the practical realization of the benefits of the rights and
remedies included in any such agreement which is the subject of any opinion
expressed below, except for the considerations referred to in foregoing clause
(iv) and the consequences of any judicial, administrative, procedural or other
delay which may be imposed by, relate to or arise from applicable laws,
equitable principles and interpretations thereof. Wherever we indicate that our
opinion with respect to the existence or absence of facts is based on our
knowledge, our opinion is based solely on the actual present knowledge of the
attorneys in this firm who are directly involved in the representation of
parties to the transactions described herein in connection therewith. In that
regard we have conducted no special or independent investigation of factual
matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any laws other than the federal laws of the United States, the laws
of the State of New York and the applicable laws of the State of Delaware as
interpreted by judicial decisions. We do not express any opinion with respect to
the securities laws of any jurisdiction or any other matter not specifically
addressed in the opinions expressed below.
The federal tax opinions set forth below are based upon the existing
provisions of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such changes
may be retroactive in application and could modify the legal conclusions upon
which such opinions are based. The opinions expressed herein are limited as
described below, and we do not express an opinion on any other legal or income
tax aspect of the transactions contemplated by the documents relating to the
transaction.
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Form S-3 Page 3
December 18, 2000
Based upon and subject to the foregoing, it is our opinion that:
1. Each Agreement, assuming the execution and delivery thereof by
the parties thereto, will be a valid and legally binding
agreement under the laws of the State of New York, enforceable
thereunder against the Registrant in accordance with its terms.
2. Each series of Securities, assuming the execution and delivery of
the related Agreements, the execution and authentication of such
Securities in accordance with the Agreements and the delivery and
payment therefor as contemplated in the Registration Statement
and the Prospectus and Prospectus Supplement delivered in
connection therewith, will be legally and validly issued and
outstanding, fully paid and non-assessable and entitled to the
benefits of the related Agreements.
3. The description of federal income tax consequences appearing
under the heading "Material Federal Income Tax Consequences" in
the prospectus contained in the Registration Statement, as
supplemented in the section "Material Federal Income Tax
Consequences" in the related Prospectus Supplement, includes a
discussion of the material federal income tax consequences of an
investment in the Securities, and is accurate with respect to
those tax consequences which are discussed.
To the extent that the description referred to in
paragraph 3. above expressly states our opinion, or states that
our opinion has been or will be provided as to any series of
Securities, we hereby confirm and adopt such opinion herein.
Please note that paragraphs 3. and 4. above apply only to those series
of Securities for which our firm is named as counsel to the Depositor in the
related Prospectus Supplement and for which a REMIC election is made.
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Form S-3 Page 4
December 8, 2000
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Material Federal Income Tax Consequences" and "Legal Matters", without
admitting that we are "persons" within the meaning of Section 7(a) or 11(a)(4)
of the 1933 Act, or "experts" within the meaning of Section 11 thereof, with
respect to any portion of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
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