[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
February 24, 1999
Xxxxxxx Xxxxx Xxxxxx Inc.
Seven World Trade Center
New York, New York 10048
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Mortgage Pass-Through Certificates, Series 1999-2
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") and Salomon Brothers Realty Corp. (the "Seller") in
connection with (i) the sale of mortgage loans ("the Mortgage Loans") by the
Seller to the Depositor pursuant to the Mortgage Loan Purchase Agreement, dated
February 22, 1999 (the "Mortgage Loan Purchase Agreement"), among the Depositor,
the Seller, Cendant Mortgage Corporation ("Cendant") and Xxxxxx'x Gate
Residential Mortgage and (ii) the simultaneous issuance of Mortgage Pass-Through
Certificates, designated as Series 1999-2, Class A1-1, Class A1-2, Class A1-3,
Class A1-4, Class A1-5, Class A1-6, Class A2, Class PO, Class IO, Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, Class B-6PO, Class B- 6IO, Class R-I
and Class R-II (the "Certificates") evidencing undivided ownership interests in
a trust fund consisting primarily of the Mortgage Loans. The Depositor is
acquiring the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement in
exchange for immediately available funds. The Certificates are being issued
pursuant to the Pooling and Servicing Agreement, dated as of February 1, 1999
(the "Pooling and Servicing Agreement"), among the Depositor as depositor,
Cendant as master servicer (in such capacity, the "Master Servicer") and The
Chase Manhattan Bank as trustee (the "Trustee"). The Depositor is selling the
Certificates to Xxxxxxx Xxxxx Xxxxxx Inc. (the "Underwriter") pursuant to the
Underwriting Agreement, dated February 22, 1999, between the Depositor and the
Underwriter (the "Underwriting Agreement"; the Mortgage Loan Purchase Agreement,
the Pooling and Servicing Agreement, the Underwriting Agreement, collectively,
the "Agreements"). Capitalized terms not defined herein have the meanings set
forth in the Agreements.
In rendering this opinion letter, we have examined the documents
described above and such other documents as we have deemed necessary including,
where we have deemed appropriate, representations or certifications of officers
of parties thereto or public officials. In rendering this opinion letter, except
for the matters that are specifically addressed in the opinions expressed below,
we have assumed (i) the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies, (ii) the necessary entity formation and continuing existence in the
jurisdiction of formation, and the necessary licensing and qualification in all
jurisdictions, of all parties to all documents, (iii) the necessary
authorization, execution, delivery and enforceability of all documents, and the
necessary entity power with respect thereto and (iv) that there is not any other
agreement that modifies or supplements the agreements expressed in the documents
to which this opinion letter relates and that renders any of the opinions
expressed below inconsistent with such documents as so modified or supplemented.
In rendering this opinion letter, we have made no inquiry, have conducted no
investigation and assume no responsibility with respect to (a) the accuracy of
and compliance by the parties thereto with the representations, warranties and
covenants contained in any document or (b) the conformity of the underlying
assets and related documents to the requirements of the agreements to which this
opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial and other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties and (iv) public policy
considerations underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions of any
agreement which purport or are construed to provide indemnification with respect
to securities law violations. However, the non-enforceability of any such
provisions will not, taken as a whole, materially interfere with the practical
realization of the benefits of the rights and remedies included in any such
agreement which is the subject of any opinion expressed below, except for the
considerations referred to in foregoing clause (iv) and the consequences of any
judicial, administrative, procedural or other delay which may be imposed by,
relate to or arise from applicable laws, equitable principles and
interpretations thereof.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, the laws of
the State of New York and the General Corporation Law of the State of Delaware.
We do not express any opinion with respect to the securities laws of any
jurisdiction or any other matter not specifically addressed in the opinions
expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, constitutes a valid and legally binding agreement
under the laws of the State of New York, enforceable
thereunder against the Depositor in accordance with its
terms.
2. The Certificates, assuming the execution, authentication and
delivery in accordance with the Pooling and Servicing
Agreement and the delivery thereof and payment therefor in
accordance with the Underwriting Agreement, are validly issued
and outstanding and are entitled to the benefits of the
Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC
I and REMIC II will each qualify as a real estate mortgage
investment conduit ("REMIC") within the meaning of Sections
860A through 860G (the "REMIC Provisions") of the Internal
Revenue Code of 1986, the Class R-I Certificates will
constitute the sole class of "residual interests" in REMIC
I, the Certificates (other than the Residual Certificates)
will represent ownership of "regular interests" in REMIC II
and will generally be treated as debt instruments of REMIC
II and the Class R-II Certificates will constitute the sole
class of "residual certificates" in REMIC II, within the
meaning of the REMIC Provisions in effect on the date
hereof. This opinion confirms and adopts the opinion set
forth in the Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus and Prospectus Supplement
under the heading "Legal Matters" and to the filing of this opinion letter as an
exhibit to any application made by or on behalf of the Registrant or any dealer
in connection with the registration or qualification of the Certificates under
the securities law of any State of the United States or other jurisdiction,
without admitting that we are "persons" within the meaning of Section 7(a) or
11(a)(4) of the 1933 Act, or "experts" within the meaning of Section 11 thereof,
with respect to any portion of the Registration Statement.
Very truly yours,
XXXXXXX XXXXXXXX & XXXX
By /s/ Xxxxxxx Xxxxxxxx & Xxxx
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