We
have
acted as counsel to Option One Mortgage Acceptance Corporation (the
“Registrant”), in connection with the offer and sale of the securities described
above (the “Certificates”).
In
rendering this opinion letter, we have examined the documents described above
and such other documents as we have deemed necessary. We have also assumed
the
execution, authentication, offer and sale of the Certificates pursuant to and
in
accordance with the Prospectus Supplement and the related pooling and servicing
agreement and underwriting agreement. The opinion expressed herein with respect
to enforceability is subject to general principles of equity and the effect
of
bankruptcy, insolvency, fraudulent conveyance and transfer and other similar
laws of general applicability affecting the rights of creditors.
In
rendering this opinion letter, we do not express any opinion concerning any
laws
other than the federal laws of the United States, including without limitation
the Internal Revenue Code of 1986, as amended, and the laws of the States of
New
York and, to the extent applicable, Delaware. We do not express any opinion
herein with respect to any matter not specifically addressed in the opinions
expressed below.
The
tax
opinions set forth below are based upon the existing provisions of applicable
law and regulations issued or proposed thereunder, published rulings and
releases of applicable agencies or other governmental bodies and existing case
law, any of which or the effect of any of which could change at any time. Any
such changes may be retroactive in application and could modify the legal
conclusions upon which such opinions are based.
Based
upon and subject to the foregoing, it is our opinion that:
1.
The
Certificates are legally and validly issued, enforceable under the
laws of
the State of New York in accordance with their terms, fully paid and
non-assessable and entitled to the benefits of the related pooling
and
servicing agreement.
2.
The
descriptions of federal income tax consequences appearing under the
heading “Federal Income Tax Consequences” in the Prospectus Supplement,
and under the headings “Federal Income Tax Consequences” in the Prospectus
to which the Prospectus Supplement relates, while not purporting to
discuss all possible federal income tax consequences of investment
in the
Certificates, are accurate with respect to those tax consequences which
are discussed, and we hereby adopt and confirm those descriptions as
our
opinions.
We
hereby
consent to the filing of this opinion letter by the Registrant in a Current
Report on Form 8-K.
Very
truly yours,
/s/
THACHER PROFFITT & WOOD LLP
Dates Referenced Herein and Documents Incorporated by Reference
