Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 30, 2006

ACE Securities Corp. (as depositor under a Pooling and Servicing Agreement, dated as of May 1, 2006, providing for, inter alia, the issuance of ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3 Asset Backed Pass-Through Certificates)

ACE Securities Corp.

(Exact name of registrant as specified in its charter)


Delaware	333-131727-05	56-2088493
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6525 Morrison Blvd., Suite 318 Charlotte, North Carolina		28211
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code, is (704) 365-0569

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 9.01(c).
(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits: 5.1 Opinion of Thacher Proffitt & Wood LLP 8.1 Opinion of Thacher Proffitt & Wood LLP (contained in Exhibit 5.1) 23.1 Consent of Thacher Proffitt & Wood LLP (contained in Exhibit 5.1)

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.

ACE Securities Corp.

By:

/s/ Douglas K. Johnson

Name:

Douglas K. Johnson

Title:

President

By:

/s/ Doris J. Hearn

Name:

Doris J. Hearn

Title:

Vice President

Thacher Proffitt & Wood LLP
Two World Financial Center
New York, NY 10281
212.912.7400

Fax: 212.912.7751
www.tpw.com

May 30, 2006

ACE Securities Corp.

6525 Morrison Blvd.

Suite 318

Charlotte, North Carolina 28211

Opinion: Takedown

ACE Securities Corp.

Registration Statement on Form S-3, No. 333-131727

$713,984,000

ACE Securities Corp. Home Equity Loan Trust, Series 2006-ASAP3,

Asset Backed Pass-Through Certificates

Prospectus Supplement, dated May 25, 2006 (the “Prospectus Supplement”)

(including the related Prospectus, dated April 18, 2006 (the “Prospectus”))

Ladies and Gentlemen:

We have acted as counsel to ACE Securities Corp., a Delaware 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, and are fully paid and non-assessable and entitled to the benefits of the related pooling and servicing agreement.

The descriptions of federal income tax consequences appearing under the heading “Federal Income Tax Consequences” in the Prospectus Supplement, and under the heading “Material 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