EXHIBIT 5.1
August 30, 2000
Bear Stearns Asset Backed Securities, Inc.
245 Park Avenue
New York, New York 10167
Re: Bear Stearns Asset Backed Securities, Inc.
Registration Statement No. 333-43278 on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Bear Stearns Asset Backed Securities,
Inc., a Delaware corporation (the "Company"), in connection with the
preparation of the registration statement on Form S-3 (the "Registration
Statement") relating to the Securities (defined below) and with the
authorization and issuance from time to time in one or more series (each, a
"Series") of up to $5,000,000,000 aggregate principal amount of asset-backed
securities (the "Securities"). As set forth in the Registration Statement,
each Series of Securities will be issued under and pursuant to the conditions
of a separate pooling and servicing agreement, master pooling and servicing
agreement, pooling agreement, trust agreement or indenture (each, an
"Agreement") among the Company, a trustee (the "Trustee") and, where
applicable, a servicer (the "Servicer"), each to be identified in the
prospectus supplement for such Series of Securities.
We have examined copies of the Company's Certificate of
Incorporation, the Company's By-laws and forms of each Agreement, as
incorporated by reference as exhibits to the Registration Statement, and the
forms of Securities included in any Agreement so incorporated by reference in
the Registration Statement and such other records, documents and statutes as
we have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. When any Agreement relating to a Series of Securities has
been duly authorized by all necessary action on the part of the Company and
has been duly executed and delivered by the Company, the Servicer, if any, the
Trustee and any other party thereto, such Agreement will constitute a legal,
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting creditors'
rights generally or by general equity principles.
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2. When a Series of Securities has been duly 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), duly executed
and authenticated by the Trustee for such Series in accordance with the terms
of the related Agreement and issued and delivered against payment therefor as
described in the Registration Statement, such Series of Securities will be
legally issued, fully paid and nonassessable, and the holders thereof will be
entitled to the benefits of the related Agreement.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein) and the federal laws of the
United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in each Prospectus forming a part of the Registration
Statement, without admitting that we are "experts" within the meaning of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
/s/ Brown & Wood LLP
