UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

May 31, 2006

First Franklin Mortgage Loan Trust 2006-FF7
(Issuing Entity)
HSI Asset Securitization Corporation
(Exact Name of Depositor as Specified in its Charter)
HSBC Bank USA, National Association
(Exact Name of Sponsor as Specified in its Charter)
HSI Asset Securitization Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware	333-131607	20-2592898
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

First Franklin Mortgage Loan Trust 2006-FF7

(Issuing Entity)

HSI Asset Securitization Corporation

(Exact Name of Depositor as Specified in its Charter)

HSBC Bank USA, National Association

(Exact Name of Sponsor as Specified in its Charter)

HSI Asset Securitization Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

333-131607

20-2592898

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

452 Fifth Avenue

New York, New York

(Address of Principal
Executive Offices)

10018

(Zip Code)

Registrant’s telephone number, including area code: (212) 525-8119

No Change

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

[ ] 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 CFR 240.13e-4(c))

Item 8.01. Other Events

~~McKee~~The ~~Nelson~~Registrant ~~LLP~~registered ~~has~~issuances ~~been~~of ~~retained~~its byFirst ~~this~~Franklin ~~Registrant~~Mortgage Loan Trust 2006-FF7 Mortgage Pass-Through Certificates, Series 2006-FF7, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as ~~counsel~~amended ~~for~~(the ~~its~~“Act”), by a Registration Statement on Form S-3 (~~Commission~~Registration File No. 333-131607) in(the ~~connection~~“Registration ~~with~~Statement”). Pursuant ~~various~~to ~~transactions~~the Registration Statement, the Registrant issued $1,136,968,000 aggregate principal amount of Class A-IO, Class I-A, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates of its First Franklin Mortgage Loan Trust 2006-FF7 Mortgage Pass-Through Certificates, Series 2006-FF7 on May 31, 2006. ~~Legal~~This ~~opinions~~Current byReport ~~McKee~~on ~~Nelson~~Form ~~LLP~~8-K is being filed to besatisfy ~~incorporated~~an ~~into~~undertaking, contained in the ~~Registration~~definitive ~~Statement~~Prospectus ~~are~~dated ~~attached~~April ~~hereto~~3, 2006, as ~~Exhibit~~supplemented ~~5.1~~by the Prospectus Supplement dated May 26, ~~Exhibit~~2006 ~~8.1~~(the “Prospectus Supplement”), to file a copy of the Pooling and ~~Exhibit~~Servicing 23Agreement (as defined below) and other operative agreements executed in connection with the issuance of the Certificates, a form of which was filed as an exhibit to the Registration Statement.1.

The Certificates were issued pursuant to a Pooling and Servicing Agreement (the “Pooling Agreement”), attached hereto as Exhibit 4.1, dated as of May 1, 2006, among HSI Asset Securitization Corporation, as Depositor, National City Home Loan Services, Inc., as Servicer, First Franklin Financial Corporation, as Mortgage Loan Seller, Wells Fargo Bank, N.A., as Master Servicer, Securities Administrator and Custodian, and Deutsche Bank National Trust Company, as Trustee. The Certificates consist of the following classes: Class A-IO, Class I-A, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class X, Class P and Class R. The Certificates evidence all of the beneficial ownership interest in a trust fund (the “Trust Fund”) that consists primarily of one pool consisting of two groups of adjustable and fixed rate, interest-only, fully amortizing and balloon mortgage loans secured by first lien mortgages or deeds of trust on residential real properties (the “Mortgage Loans”) with an aggregate outstanding principal balance of approximately $1,184,741,229 as of May 1, 2006. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Pooling Agreement.

Item 9.01. Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:

54.1

~~Opinion~~Pooling and Servicing Agreement dated as of ~~McKee~~May ~~Nelson~~1, ~~LLP~~2006, among HSI Asset Securitization Corporation, as toDepositor, ~~legality~~National ~~(including~~City ~~consent~~Home ofLoan ~~such~~Services, ~~firm)~~Inc., as Servicer, First Franklin Financial Corporation, as Mortgage Loan Seller, Wells Fargo Bank, N.A., as Master Servicer, Securities Administrator and Custodian, and Deutsche Bank National Trust Company, as Trustee.

899.1

~~Opinion~~Mortgage ofLoan ~~McKee~~Purchase ~~Nelson~~Agreement ~~LLP~~dated as toof ~~certain~~May ~~tax~~1, ~~matters~~2006, ~~(including~~between ~~consent~~HSI ofAsset ~~such~~Securitization ~~firm~~Corporation, ~~included~~as inDepositor, ~~Exhibit 5~~and HSBC Bank USA, National Association, as Seller.~~1).~~

2399.12

~~Consent~~Confirmation relating to Interest Rate Swap Agreement between Wachovia Bank, National Association and the Supplemental Interest Trust of ~~McKee~~First ~~Nelson~~Franklin ~~LLP~~Mortgage ~~(included~~Loan inTrust ~~Exhibit~~2006-FF7, 5dated as of May 31, 2006.~~1).~~

99.3

Confirmation relating to Interest Rate Cap Agreement between Wachovia Bank, National Association and the Supplemental Interest Trust of First Franklin Mortgage Loan Trust 2006-FF7, dated as of May 31, 2006.

99.4

Mortgage Loan Statistical Information as of the May 1, 2006 cut off date.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HSI ASSET SECURITIZATION CORPORATION

By: /s/ Andrea Lenox

Name: Andrea Lenox

Title: Vice President

Dated: May 31, 2006

EXHIBIT INDEX

Exhibit No.

Description

54.1

899.1

~~Opinion~~Mortgage ofLoan ~~McKee~~Purchase ~~Nelson~~Agreement ~~LLP~~dated as toof ~~certain~~May ~~tax~~1, ~~matters~~2006, ~~(including~~between ~~consent~~HSI ofAsset ~~such~~Securitization ~~firm~~Corporation, ~~included~~as inDepositor, ~~Exhibit~~and 5HSBC Bank USA, National Association, as Seller.~~1).~~

2399.12

~~Exhibits 5~~99.~~1, 8.1 and 23.1~~3

~~HSI Asset Securitization Corporation~~99.4

~~452~~Mortgage ~~Fifth~~Loan ~~Avenue~~Statistical Information as of the May 1, 2006 cut off date.

New York, New York 10018

Re:

HSI Asset Securitization Corporation,

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to HSI Asset Securitization Corporation, a Delaware corporation (the “Company”), in connection with the offering of the Company’s First Franklin Mortgage Loan Trust 2006-FF7 Mortgage Pass-Through Certificates, Series 2006-FF7 (the “Certificates”). A registration statement of the Company on Form S-3 relating to the Certificates (Commission File No. 333-131607) has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and was declared effective on March 31, 2006. As set forth in the final prospectus dated April 3, 2006, as supplemented by a final prospectus supplement dated May 26, 2006 (the “Base Prospectus” and the “Final Prospectus Supplement,” respectively), the Certificates will be issued under and pursuant to the conditions of a pooling and servicing agreement dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), by and among the Company, as depositor, National City Home Loan Services, Inc. (“National City”), as servicer, First Franklin Financial Corporation (“First Franklin”), as mortgage loan seller, Wells Fargo Bank, N.A. (“Wells Fargo”), as master servicer, securities administrator and custodian, and Deutsche Bank National Trust Company, as trustee (the “Trustee”).

We have examined the Base Prospectus and the Final Prospectus Supplement, forms of the Pooling and Servicing Agreement and of the Certificates, and originals or copies, certified or otherwise identified to our satisfaction, of such instruments, certificates, records and other documents, and have made such examination of law, as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission, and the authenticity of the originals of such latter documents. With your express consent and approval, we have made all assumptions in connection with this opinion without further investigation or inquiry, unless and to the extent otherwise specified. As to facts relevant to the opinions expressed herein and the other statements made herein, we have relied, to the extent we have deemed appropriate, upon certificates and oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, we are of the opinion that:

(i)

The Pooling and Servicing Agreement has been duly and validly authorized by all necessary action on the part of the Company and, when duly executed and delivered by the Company, the Trustee, National City, First Franklin and Wells Fargo, the Pooling and Servicing Agreement will constitute a legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, and with respect to the rights of indemnity or contribution, as may be limited by public policy considerations;

(ii)

The issuance and sale of the Certificates have been duly authorized by all requisite corporate action on the part of the Company and, when duly and validly executed and authenticated in accordance with the terms of the Pooling and Servicing Agreement and delivered against payment therefor pursuant to the underwriting agreement dated May 26, 2006, among the Company, HSBC Bank USA, National Association, HSBC Securities (USA) Inc., as representative of the underwriters and Blaylock & Company, Inc., the Certificates will be duly and validly issued and outstanding, and entitled to the benefits of the Pooling and Servicing Agreement;

(iii)

Under existing law, assuming compliance with all provisions of the Pooling and Servicing Agreement, for federal income tax purposes, each segregated pool of assets for which the Pooling and Servicing Agreement directs that a REMIC election be made will qualify as a “real estate mortgage investment conduit” (“REMIC”) pursuant to Section 860D of the Internal Revenue Code of 1986, as amended (the “Code”); each Class of Certificates, other than the Class R and Class P Certificates and exclusive of any right to receive payments from (and obligation to make payments to) the Excess Reserve Fund Account or the Supplemental Interest Trust, will evidence ownership of “regular interests” in a REMIC within the meaning of Section 860G(a)(1) of the Code; the right to receive payments from the Excess Reserve Fund Account and the Supplemental Interest Trust in the case of the Certificates (other than the Class P, Class X and Class R Certificates) will represent contractual rights coupled with regular interests within the meaning of Treasury Regulation Section 1.860G-2(i); and the Class R Certificates will be considered to represent the sole class of residual interest in the REMICs formed pursuant to the Pooling and Servicing Agreement for purposes of Section 860G(a)(2) of the Code; and

(iv)

The statements contained under the caption “Federal Income Tax Consequences” in the Base Prospectus and “Federal Income Tax Considerations” in the Final Prospectus Supplement, insofar as such statements constitute conclusions of law, are true and correct in all material respects as set forth therein.

The foregoing opinions deal only with the specific legal issues that each opinion explicitly addresses. Accordingly, the express opinions set forth above concerning a particular legal issue do not address any other matters.

In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of New York. The opinions set forth in this letter express our professional judgment as to how the highest court of the applicable jurisdiction would appropriately resolve the issues in question.

We hereby consent to the filing of this letter and to the references to this firm under the headings “Legal Matters” and “Federal Income Tax Considerations” in the Final Prospectus Supplement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Base Prospectus or the Final Prospectus Supplement.

Very truly yours,

/s/McKee Nelson LLP

McKee Nelson LLP

Filing Compare · First Franklin Mortgage Loan Trust 2006-FF7