8-K 1 emx58kod.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 13, 2006 RESIDENTIAL ASSET SECURITIES CORPORATION, on behalf of the RASC Series 2006-EMX5 Trust (Exact name of registrant as specified in its charter) Delaware 333-131209-05 51-0362653 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 8400 Normandale Lake Boulevard, Suite 250 Minneapolis, Minnesota 55437 (Address of principal executive office) (Zip Code) (952) 857-7000 (Registrant's telephone number, including area code ) N/A (Former name or 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 (see General Instruction A.2. below): [ ] Written communication 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)) INFORMATION TO BE INCLUDED IN THE REPORT SECTION 8 - OTHER EVENTS. ITEM 8.01. OTHER EVENTS. On June 29, 2006, Residential Asset Securities Corporation caused the issuance and sale of the Residential Asset Securities Corporation Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX5, pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 among Residential Asset Securities Corporation, as depositor, Residential Funding Corporation, as master servicer and the U.S. Bank National Association, as trustee. The mortgage loans were sold to Residential Asset Securities Corporation pursuant to an Assignment and Assumption Agreement, dated as of June 29, 2005 between Residential Funding Corporation and Residential Asset Securities Corporation. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 (D). EXHIBITS. The following execution copies of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed. 10.1 Pooling and Servicing Agreement, dated as of June 1, 2006 among Residential Asset Securities Corporation, as depositor, Residential Funding Corporation, as master servicer and U.S. Bank National Association, as trustee. 10.2 Assignment and Assumption Agreement, dated as of June 29, 2006, between Residential Funding Corporation and Residential Asset Securities Corporation. 10.3 Confirmation, dated as of June 29, 2006, between U.S. Bank National Association, as trustee on behalf of the RASC Series 2006-EMX5 Trust and Barclays Bank PLC. 99.1 Mortgage Loan Schedule. SIGNATURES 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 hereunto duly authorized. RESIDENTIAL ASSET SECURITIES CORPORATION By: /s/Joseph Orning -------------------------------------- Name: Joseph Orning Title: Vice President Dated: July 13, 2006 Exhibit Index Exhibit No. Description 10.1 Pooling and Servicing Agreement, dated as of June 1, 2006, among Residential Asset Securities Corporation, as depositor, Residential Funding Corporation, as master servicer and the U.S. Bank National Association, as trustee. 10.2 Assignment and Assumption Agreement, dated as of June 29, 2006, between Residential Funding Corporation and Residential Asset Securities Corporation. 10.3 Confirmation, dated as of the June 29, 2006, between U.S. Bank National Association, as trustee on behalf of the RASC Series 2006-EMX5 Trust and Barclays Bank PLC. 99.1 Mortgage Loan Schedule.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2006

RESIDENTIAL ASSET SECURITIES CORPORATION,

on behalf of the RASC Series 2006-EMX5 Trust

(Exact name of issuing entity as specified in its charter)

Delaware		333-131209-05		51-0362653
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8400 Normandale Lake Boulevard, Suite 250 Minneapolis, Minnesota		55437
(Address of principal executive office)		(Zip Code)

(952) 857-7000 (Registrant's telephone number, including area code ) N/A (Former name or 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 communication 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))

Information to be Included in the Report

Item 8.01. Other Events.

On or about June 29, 2006, Residential Asset Securities Corporation, as depositor for the RASC Series 2006-EMX5 Trust (the “Trust”) will issue Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX5, including the following publicly-offered classes: Class A-1, Class A-2, Class A-3, Class 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 (the “Certificates”).

Copies of the opinions of Orrick, Herrington & Sutcliffe LLP with respect to legality of the Certificates and with respect to the Certificates and its opinion with respect to certain federal tax matters, together with related consents of Orrick, Herrington & Sutcliffe LLP to the incorporation by reference of such opinions as exhibits to the Registration Statement, are filed as Exhibits to this Report.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Not applicable (b) Not applicable (c) Exhibits: The following are filed as Exhibits to this Report:

Exhibit

Number

5.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.

8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

23.1	Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).
23.2	Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

SIGNATURES

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 hereunto duly authorized.

RESIDENTIAL ASSET SECURITIES CORPORATION

By: /s/ Joseph Orning

Name: Joseph Orning

Title: Vice President

Dated: June 28, 2006

Exhibit 5.1

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality.

Exhibit 8.1

Opinion of Orrick, Herrington & Sutcliffe LLP with respect to certain tax matters.

Exhibit 23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 5.1).

Exhibit 23.2

Consent of Orrick, Herrington & Sutcliffe LLP (included in opinion filed as Exhibit 8.1).

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