-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G1TRnf0faKhqgKsixBkVTnORJdT1I/cKtLaNc/HBtPM23AymCvv7BQHos2pSMaUB /qaeJYY+UXCXub15DW1EJQ== 0000882377-02-000452.txt : 20020620 0000882377-02-000452.hdr.sgml : 20020620 20020620152702 ACCESSION NUMBER: 0000882377-02-000452 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020620 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTION ONE MORTGAGE ACCEPT CORP ASSET BACKED CER SER 2002-4 CENTRAL INDEX KEY: 0001175002 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-82832-03 FILM NUMBER: 02683221 BUSINESS ADDRESS: STREET 1: 3 ADA ROAD CITY: IRVINE STATE: CA ZIP: 92618 MAIL ADDRESS: STREET 1: 3 ADA ROAD CITY: IRVINE STATE: CA ZIP: 92618 8-K 1 d71092.txt OPTION ONE MORTGAGE ACCEPTANCE CORP. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2002 OPTION ONE MORTGAGE ACCEPTANCE CORPORATION (AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 1, 2002, PROVIDING FOR THE ISSUANCE OF ASSET BACKED PASS-THROUGH CERTIFICATES, SERIES 2002-4) Option One Mortgage Acceptance Corporation ------------------------------------------ (Exact name of registrant as specified in its charter) ================================================================================ Delaware 333-96403 33-0727357 --------------------------- ------------- ---------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 3 Ada Irvine, California 92618 - ----------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 790-8100 -------------- ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (a) Not applicable (b) Not applicable (c) Exhibits: Item 601 (a) of Regulation S-K Exhibit No. Exhibit No. Description - ----------- ----------- ----------- 1 5.1 Opinion and Consent of Thacher Proffitt & Wood. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 20, 2002 OPTION ONE MORTGAGE ACCEPTANCE CORPORATION By /s/ David S. Wells --------------------------------- Name: David S. Wells Title: Assistant Secretary EXHIBIT INDEX Item 601 (a) of Regulation S-K Exhibit No. Exhibit No. Description - ----------- ----------- ----------- 1 5.1 Opinion and Consent of Counsel EX-5.1 3 doption5-1.txt OPINION RE: LEGALITY EXHIBIT 5. 1 [Letterhead of Thacher Proffitt & Wood] June 11, 2002 Deutsche Bank Securities Inc. 31 West 52nd Street New York, New York 10019 Option One Mortgage Loan Trust 2002-4 Asset-Backed Certificates, Series 2002-4 ---------------------------------------- Ladies and Gentlemen: We have acted as counsel to Option One Mortgage Acceptance Corporation (the "Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated June 5, 2002 (the "Mortgage Loan Purchase Agreement") among Option One Mortgage Corporation (the "Originator"), Deutsche Bank AG New York Branch (the "Seller") and the Depositor, (ii) the Pooling and Servicing Agreement, dated as of June 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor as depositor, the Originator as master servicer (in such capacity, the "Master Servicer") and Wells Fargo Bank Minnesota, National Association as trustee (the "Trustee") and the certificates issued pursuant thereto designated as Asset-Backed Certificates, Series 2002-4, (collectively, the "Certificates"), (iii) the Underwriting Agreement, dated June 5, 2002 (the "Underwriting Agreement"), among the Depositor, the Originator and Deutsche Bank Securities Inc. (the "Underwriter") pursuant to which the Class A Certificates, the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3 Certificates were sold, (iv) the Prospectus Supplement, dated June 5, 2002 (the "Prospectus Supplement") and the Prospectus to which it relates, dated June 5, 2002 (the "Base Prospectus"; together with the Prospectus Supplement, the "Prospectus). The Mortgage Loan Purchase Agreement, the Pooling and Servicing Agreement, the Underwriting Agreement and the Prospectus are collectively referred to herein as the "Agreements." Capitalized terms not defined herein have the meanings assigned to them in the Agreements. In rendering this opinion letter, 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 and the Page 2 OOMAC, Series 2002-4 June 11, 2002 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 the documents to which this opinion letter relates and that renders any of the opinions expressed below inconsistent with such documents as so modified or supplemented. In rendering this opinion letter, 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 contained in any document or (b) the conformity of the underlying assets and related documents to the requirements of the agreements to which this opinion letter relates. Our opinions set forth 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 dealings 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 or other decisions upon the availability and enforceability of certain covenants, remedies and other provisions, including the remedies of specific performance and self-help and provisions imposing penalties and forfeitures and waiving objections to venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization, liquidation, fraudulent conveyance, moratorium or 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 the provisions of any agreement which purport or are construed to provide indemnification with respect to securities law violations. 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 current actual knowledge of the attorneys in this firm who are involved in the representation of parties to the transactions described herein. 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 law other than the federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware. 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. Based upon and subject to the foregoing, it is our opinion that: 1. The Pooling and Servicing Agreement, assuming the authorization, execution and delivery thereof by the parties thereto, will constitute a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder against the Depositor in accordance with its terms. Page 3 OOMAC, Series 2002-4 June 11, 2002 2. The Class A Certificates, the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3 Certificates, assuming the execution, authentication and delivery in accordance with the Pooling and Servicing Agreement and the delivery thereof and payment therefor in accordance with the Underwriting Agreement, will be validly issued and outstanding and are entitled to the benefits of the Pooling and Servicing Agreement. 3. Assuming compliance with the provisions of the Pooling and Servicing Agreement, for United States federal income tax purposes, each of REMIC 1 and REMIC 2 will qualify as a real estate mortgage investment conduit ("REMIC") within the meaning of the REMIC Provisions of the Code, each class of Underwritten Certificates, the Class C Certificates and the Class P Certificates will represent ownership of "regular interests" in REMIC 2 and will generally be treated as debt instruments of REMIC 2 and the Class R-2 Certificates will constitute the sole class of "residual certificates" in REMIC 2, within the meaning of the REMIC Provisions in effect on the date hereof. We hereby consent to the filing of this opinion letter as an Exhibit to the Current Report of the Registrant on Form 8-K and to the Registration Statement, to the use of our name in the Prospectus and Prospectus Supplement under the heading "Legal Matters" and to the filing of this opinion letter as an exhibit to any application made by or on behalf of the Registrant or any dealer in connection with the registration or qualification of the Certificates under the securities law of any State of the United States or other jurisdiction, 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, By /s/ Thacher Proffitt & Wood -----END PRIVACY-ENHANCED MESSAGE-----