December 18, 2000
Residential Asset Securities Corporation
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Re: Residential Asset Securities Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Residential Asset Securities Corporation, a
Delaware corporation (the "Company"), in connection with the authorization and
issuance from time to time in one or more series of Mortgage Asset Backed
Pass-Through Certificates or Manufactured Housing Contract Pass-Through
Certificates (the "Certificates"). A Registration Statement on Form S-3 relating
to the Certificates (the "Registration Statement") is being filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"). As set forth in the Registration Statement, separate
Trusts (each, a "Trust") will be established and will issue the Certificates
pursuant to a pooling and servicing agreement (the "Issuance Agreement").
We have examined original or reproduced or certified copies of the Certificate
of Incorporation and By-laws of the Company, each as amended to date, records of
actions taken by the Company's Board of Directors, forms of the Issuance
Agreement, forms of Certificates, the prospectus and forms of prospectus
supplements relating to Mortgage Asset Backed Pass-Through Certificates and
Manufactured Housing Contract Pass-Through Certificates. We also have examined
such other documents, papers, statutes and authorities as we deem necessary as a
basis for the opinions hereinafter set forth. In our examination of such
material, we have assumed the genuineness of all signatures and the conformity
to original documents of all copies submitted to us as certified or reproduced
copies. As to various matters material to such opinions, we have relied upon the
representations and warranties in the form of Issuance Agreement and statements
and certificates of officers and representatives of the Company and others.
<PAGE>
December 18, 2000
Page 2
Based upon the foregoing, we are of the opinion that:
1. When an Issuance Agreement has been duly and validly authorized,
executed and delivered by the parties thereto, and a series of Certificates has
been duly and validly authorized by all necessary action on the part of the
Company (subject to the terms thereof being otherwise in compliance with
applicable law at such time), executed as specified in, and delivered pursuant
to, an Issuance Agreement and sold as described in the Registration Statement,
the Certificates will be fully paid and non-assessable and will be entitled to
the benefits and security afforded by the Issuance Agreement.
2. The information in the prospect us forming a part of the Registration
Statement under the caption "Material Federal Income Tax Consequences," to the
extent that it constitutes matters of law or legal conclusions, is correct with
respect to the material Federal income tax consequences of an investment in the
Certificates.
3. To the extent that the description referred to in paragraph 2 above
expressly states our opinion, or states that our opinion will be provided as to
any series of Certificates, we hereby confirm and adopt such opinion herein as
such opinion may be supplemented as described in the related Prospectus
Supplement.
Please note that paragraph 3 above applies only to those series of
Certificates for which our firm is named as counsel to the Company in the
related Prospectus Supplement.
In rendering the foregoing opinions, we express no opinion as to laws of any
jurisdiction other than the State of New York and the Federal law of the United
States of America. Our opinion expressed in paragraph 1 is subject to the effect
of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and we express no opinion with respect to the application of
equitable principles in any proceeding, whether at law or in equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in each prospectus and
prospectus supplement and to the filing of this opinion as an exhibit to any
application made by or on behalf of the Company or any dealer in connection with
the registration of the Certificates under the securities or blue sky laws of
any state or jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act or the General Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
<PAGE>
