Mortgage Pass-Through Certificates, Series 2005-Fa2

SupplementalLegality Opinion
 
February28, 2005
 
 
FirstHorizon Asset Securities Inc.
4000Horizon Way
Irving,Texas 75063
 
 
Re:
First Horizon Asset Securities Inc.
    Mortgage Pass-ThroughCertificates, 
    Series 2005-FA2 
 
Ladiesand Gentlemen:
 
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 I-A-3, Class I-A-4, Class I-A-5, Class I-A-PO, ClassI-A-R, Class II-A-1 and Class II-A-PO Mortgage Pass-Through Certificates, Series2005-FA2 (the “Senior Publicly-Offered Certificates”) to Countrywide SecuritiesCorporation (“Countrywide”) pursuant to an underwriting agreement dated as ofMay 23, 2002 (the “Countrywide Underwriting Agreement”), as supplemented by aterms agreement thereto dated as of February 25, 2005, each by and among FirstHorizon Home Loan Corporation, a Kansas corporation (“First Horizon”), theCompany and Countrywide, (b) its Class B-1, Class B-2 and Class B-3 MortgagePass-Through Certificates, Series 2005-FA2 (the “CSFB Publicly-OfferedCertificates” and, together with the Countrywide Publicly-Offered Certificates,the “Publicly-Offered Certificates”) to Credit Suisse First Boston LLC (“CSFB”)pursuant to an underwriting agreement dated as of October 25, 2004 (the “CSFBUnderwriting Agreement” and, together with the Countrywide UnderwritingAgreement, the “Underwriting Agreements”), as supplemented by a terms agreementthereto dated as of February 25, 2005, each by and among First Horizon, theCompany and CSFB, and (c) its Class B-4, Class B-5 and Class B-6 MortgagePass-Through Certificates, Series 2005-FA2 (the “Privately-OfferedCertificates”) to CSFB pursuant to a purchase agreement dated as of June 24,2004 (the “Purchase Agreement”), as supplemented by a terms agreement theretodated as of February 25, 2005, each by and among First Horizon, the Company andCSFB. The Publicly-Offered Certificates and the Privately-Offered Certificatesare referred to herein collectively as the “Certificates.” Countrywide and CSFBare referred to herein collectively as the “Underwriters.” The Certificates werecreated pursuant to a Pooling and Servicing Agreement dated as of February 1,2005 (the “Pooling and Servicing Agreement”), by and among the Company, asDepositor, First Horizon, as Master Servicer, and The Bank of New York, asTrustee. The Certificates evidence the entire beneficial ownership interest inFirst Horizon Alternative Mortgage Securities Trust 2005-FA2 (the “Trust”) whichconsists primarily of certain mortgage loans (the “Mortgage Loans”) conveyed tothe Trust by the Company pursuant to the Pooling and ServicingAgreement.
 

FirstHorizon Asset Securities Inc.
February28, 2005
Page2
 

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 February 25, 2005 (the “Base Prospectus”)and the related Prospectus Supplement dated February 25, 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:
 
1.  
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.
 
2.  
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).
 
3.  
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.
 

FirstHorizon Asset Securities Inc.
February28, 2005
Page3
 

In rendering the opinions set forth above, we have relied on (i) theopinion of even date herewith of Thacher, Proffitt & Wood, special counselto the Trustee, that the Pooling and Servicing Agreement and the Certificateshave been duly and validly authorized by all necessary corporate action on thepart of the Trustee, have been duly and validly executed and delivered by theTrustee and constitute the legal, valid and binding obligation of the Trusteeenforceable against the Trustee in accordance with its terms and (ii) theopinion of even date herewith of special counsel to First Horizon that thePooling and Servicing Agreement has been duly and validly authorized by allnecessary corporate action on the part of First Horizon and has been duly andvalidly executed and delivered by First Horizon, and we are aware of no reasonfor which reliance thereon 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.
 
    Respectfully submitted,   
       
    /s/ Andrews Kurth LLP   
 
 
 
DAB;MWH;WRT(NY law);ARS