Southern Pacific Secured Assets Corp a California corporation, and its successors and assigns.
Southern Pacific Secured Assets Corp. As to relevant factual matters, we have relied upon, among other things, the Seller's representations in certificates of the officers of the Seller. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate. Such factual matters have not been independently established or verified by us. Our use of the terms "known to us," "to our knowledge," or a similar phrase to qualify a statement in this opinion means that those attorneys in this firm who have given substantive attention to the representation described in the introductory paragraph of this opinion do not have current actual knowledge that the statement is inaccurate. Such terms do not include any knowledge of other attorneys within our firm (regardless of whether they have represented or are representing the Seller in connection with any other matter) or any constructive or imputed knowledge of any matters or items of information. We have not undertaken any investigation to determine the accuracy of the statement, including any review of litigation dockets or any inquiry of the Seller, its officers or any other persons concerning (i) existing or threatened litigation involving the Seller, (ii) material agreements to which the Seller is a party, or (iii) orders, judgments or decrees binding upon the Seller, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Seller in connection with this opinion letter or in other matters.
Southern Pacific Secured Assets Corp. We have also assumed, without independent verification, that there are no agreements or understandings among the Seller, the Company or any other party which would expand, modify or otherwise affect the terms of the documents described herein or the respective rights or obligations of the parties thereunder. We have also assumed, without independent verification, that Seller continues to be a licensed real estate broker under the California Business and Professions Code as confirmed to us by telephone conference on March 6, 1997 with the California Department of Real Estate. On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:
Southern Pacific Secured Assets Corp. December 29, 1997 Page 4
