FirstHorizon Asset Securities Inc.
First Horizon Asset Securities Inc.
We haveacted as special counsel to First Horizon Asset Securities Inc., a Delawarecorporation (the “Company”), in connection with the issuance and sale by theCompany of (a) ClassI-A-1, Class I-A-2, Class II-A-1, Class II-A-2 and Class II-A-R MortgagePass-Through Certificates, Series 2005-AA2 (the “Senior Publicly-OfferedCertificates”) to Citigroup Global Markets Inc. (“Citigroup”) pursuant to anunderwriting agreement dated as of December 20, 2001 (the “CitigroupUnderwriting Agreement”), as supplemented by a terms agreement thereto dated asof February 22, 2005, each by and among First Horizon Home Loan Corporation, aKansas corporation (“First Horizon”), the Company and Citigroup, (b) its ClassB-1, Class B-2 and Class B-3 Mortgage Pass-Through Certificates, Series 2005-AA2(the “CSFB Publicly-Offered Certificates” and, together with the CitigroupPublicly-Offered Certificates, the “Publicly-Offered Certificates”) to CreditSuisse First Boston LLC (“CSFB”) pursuant to an underwriting agreement dated asof October 25, 2004 (the “CSFB Underwriting Agreement” and, together with theCitigroup Underwriting Agreement, the “Underwriting Agreements”), assupplemented by a terms agreement thereto dated as of February 22, 2005, each byand among First Horizon, the Company and CSFB, and (c) its Class B-4, Class B-5and Class B-6 Mortgage Pass-Through Certificates, Series 2005-AA2 (the“Privately-Offered Certificates”) to CSFB pursuant to a purchase agreement datedas of June 24, 2004 (the “Purchase Agreement”), as supplemented by a termsagreement thereto dated as of February 22, 2005, each by and among FirstHorizon, the Company and CSFB. The Publicly-Offered Certificates and thePrivately-Offered Certificates are referred to herein collectively as the“Certificates.” Citigroup and CSFB are referred to herein collectively as the“Underwriters.” The Certificates were created pursuant to a Pooling andServicing Agreement dated as of February 1, 2005 (the “Pooling and ServicingAgreement”), by and among the Company, as Depositor, First Horizon, as MasterServicer, and The Bank of New York, as Trustee. The Certificates evidence theentire beneficial ownership interest in First Horizon Alternative MortgageSecurities Trust 2005-AA2 (the “Trust”) which consists primarily of certainmortgage loans (the “Mortgage Loans”) conveyed to the Trust by the Companypursuant to the Pooling and Servicing Agreement.
FirstHorizon Asset Securities Inc.
The Publicly-Offered Certificates have been registered by means ofa Registration Statement of the Company on Form S-3 under the Securities Act of1933, as amended (the “Securities Act”), under File No. 333-119657 whichRegistration Statement was declared effective by the Securities and ExchangeCommission (the “Commission”) on October 22, 2004 (such Registration Statementherein called the “Registration Statement”). We have participated in thepreparation of the Registration Statement with respect to the Publicly-OfferedCertificates and the Prospectus dated November 30, 2004 (the “Base Prospectus”)and the related Prospectus Supplement dated February 22, 2005 (the “ProspectusSupplement”), which Base Prospectus and Prospectus Supplement will be filed bythe Company with the Commission pursuant to Rule 424 under the Securities Act(the Base Prospectus and the Prospectus Supplement, collectively, the“Prospectus”).
Inconnection with the foregoing, we have examined the originals or copies,certified or otherwise authenticated to our satisfaction, of the RegistrationStatement, the Prospectus and of such other instruments and documents as we havedeemed necessary to review as a basis for the opinion hereinafter expressed. Insuch examination, we have assumed the genuineness of all signatures, theauthenticity of all documents submitted to us as originals, the conformity tooriginal documents of all documents submitted to us as copies, and theauthenticity of the originals of such documents submitted ascopies.
Basedupon the foregoing and in reliance thereon, we are of the opinionthat:
The execution and delivery of the Pooling and Servicing Agreement and the incurrence of the obligations and the consummation of the transactions contemplated therein by the Company have been duly authorized by the Company by all necessary corporate action and the Pooling and Servicing Agreement has been duly authorized, executed and delivered by the Company.
The Pooling and Servicing Agreement constitutes a legal, valid and binding agreement of each of the Company and First Horizon, enforceable against each of the Company and First Horizon in accordance with its terms under the laws of the State of New York, subject to applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent or preferential conveyance or other similar laws of general application affecting the rights of creditors generally and to general principles of equity and equitable remedies (regardless of whether such enforcement is considered in a proceeding at law or in equity).
The creation and issuance of the Certificates has been duly authorized by all necessary corporate action of the Company and, assuming due authorization, execution and delivery of the Pooling and Servicing Agreement by the Trustee and First Horizon, when executed and countersigned by the Trustee in accordance with the terms of the Pooling and Servicing Agreement and delivered to (or as directed by) and paid for by the Underwriters pursuant to the Underwriting Agreements (in the case of the Publicly-Offered Certificates) and by CSFB pursuant to the Purchase Agreement (in the case of the Privately-Offered Certificates), the Certificates will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement.
Inrendering the opinions set forth above, we have relied on (i) the opinion ofeven date herewith of Thacher, Proffitt & Wood, special counsel to theTrustee, that the Pooling and Servicing Agreement and the Certificates have beenduly and validly authorized by all necessary corporate action on the part of theTrustee, have been duly and validly executed and delivered by the Trustee andconstitute the legal, valid and binding obligation of the Trustee enforceableagainst the Trustee in accordance with its terms and (ii) the opinion of evendate herewith of special counsel to First Horizon that the Pooling and ServicingAgreement has been duly and validly authorized by all necessary corporate actionon the part of First Horizon and has been duly and validly executed anddelivered by First Horizon, and we are aware of no reason for which reliancethereon is not justified.
Weexpress no opinion as to the laws of any jurisdiction other than the laws of theUnited States and the States of Texas and New York and the Delaware GeneralCorporation Law.
Theopinions expressed above are solely for your benefit and, without our priorconsent, may not be quoted in whole or in part or otherwise referred to in anylegal opinion, document or other report, and may not be furnished to any otherperson or entity. These opinions are delivered as of the date hereof and wedisclaim any responsibility to update these opinions at any time following thedate hereof.
Weconsent to the use and incorporation by reference of this opinion in theRegistration Statement. In giving such consent we do not imply or admit that weare within the category of persons whose consent is required under Section 7 ofthe 1933 Act or the rules and regulations of the Commissionthereunder.
|/s/ Andrews Kurth LLP|