Thacher Proffitt & Wood llp

Two World Financial Center

New York, NY 10281

212.912.7400

Fax: 212.912.7751

www.tpw.com

April 28, 2006

Asset Backed Securities Corporation

11 Madison Avenue, 4th Floor

New York, New York 10010

Opinion: Takedown

Asset Backed Securities Corporation

Registration Statement on Form S-3, No. 333-131465

$587,390,200

Asset-Backed Notes, Series 2006-2

Prospectus Supplement, dated April 26, 2006 (the “Prospectus Supplement”)

(including the related Prospectus, dated April 6, 2006 (the “Prospectus”)

Ladies and Gentlemen:

We have acted as counsel to Asset Backed Securities Corporation, a Delaware corporation (the “Registrant”), in connection with the offer and sale of the securities described above (the “ Notes”).

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 Notes pursuant to and in accordance with the Prospectus Supplement and the related [pooling and servicing agreement/ indenture] 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 Notes are legally and validly issued and legally binding obligations, enforceable under the laws of the State of New York in accordance with their terms against the statutory trust issuer thereof, and are fully paid and non-assessable and entitled to the benefits of the related indenture.

The descriptions of federal income tax consequences appearing under the headings “Material Federal Income Tax Consequences” in the Prospectus Supplement and “Material Federal Income Tax Considerations” in the Prospectus to which the Prospectus Supplement relates, while not purporting to discuss all possible federal income tax consequences of investment in the Notes, 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

Home Equity Mortgage Trust 2006-2 8-K