EXHIBIT 5.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
December 23, 2002
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx, 0 Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Sovereign Bank Mortgage Loan Trust, Series 2002-1
Variable-Rate Mortgage Pass-Through Certificates
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") and Xxxxxxx Xxxxx Xxxxxx Inc. (the "Underwriter") in
connection with (i) the Mortgage Loan Purchase Agreement, dated December 20,
2002 (the "Purchase Agreement"), between Sovereign Bank (the "Seller") and the
Depositor, (ii) the Pooling and Servicing Agreement, dated as of December 1,
2002 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
Sovereign Bank as master servicer (the "Master Servicer"), U.S. Bank National
Association as trustee (the "Trustee") and Citibank, N.A. as trust administrator
(the "Trust Administrator") and the certificates issued pursuant thereto
designated as Sovereign Bank Mortgage Loan Trust, Series 2002-1, Variable-Rate
Mortgage Pass-Through Certificates (collectively, the "Certificates"), (iii) the
Underwriting Agreement, dated December 20, 2002 (the "Underwriting Agreement"),
between the Depositor and the Underwriter pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates"), (iv) the Prospectus
Supplement, dated December 20, 2002 (the "Prospectus Supplement"), and the
Prospectus to which it relates, dated December 20, 2002 (the "Base Prospectus";
together with the Prospectus Supplement, the "Prospectus). The Purchase
Agreement, the Pooling and Servicing Agreement and the Underwriting Agreement
are collectively referred to herein as the "Agreements." Capitalized terms not
defined herein have the meanings assigned to them in the Agreements.
In rendering this opinion letter, as to relevant factual matters 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 or as copies thereof, 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 any document to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such document as so modified or supplemented. In rendering this opinion
letter, except for the matters that are
-6-
specifically addressed in the opinions expressed below, 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 as to factual matters contained in any document or (b)
the conformity of the underlying assets and related documents to the
requirements of any agreement to which this opinion letter relates.
In rendering this opinion letter, any opinion expressed herein with
respect to the enforceability of any right or obligation is subject to (i)
general principles of equity, including concepts of materiality, reasonableness,
good faith and fair dealing 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
remedies including the remedies of specific performance and self-help and
provisions purporting to waive the obligation of good faith, materiality, fair
dealing, diligence, reasonableness or objection to venue or forum, to confer
subject matter jurisdiction on a federal court located within the State of New
York to adjudicate any controversy in any situation in which such court would
not otherwise have subject matter jurisdiction, to waive the right to jury
trial, to impose a penalty or forfeiture, to release, exculpate or exempt a
party from or require indemnification of a party for liability for its own
action or inaction to the extent that the action or inaction includes
negligence, recklessness or willful or unlawful conduct, to sever any provision
of any agreement, to restrict access to legal or equitable remedies, to
establish evidentiary standards, to appoint any person or entity as the
attorney-in-fact of any other person or entity, to require that any agreement
may only be amended, modified or waived in writing, to provide that all rights
or remedies of any party are cumulative and may be enforced in addition to any
other right or remedy, to provide that the election of a particular remedy does
not preclude recourse to one or more remedies, to provide that the failure to
exercise or the delay in exercising rights or remedies will not operate as a
waiver of any such rights or remedies, to waive rights or remedies which can not
be waived as a matter of law, to provide for set-off unless there is mutuality
between the parties or to provide that any agreement is to be governed by or
construed in accordance with the laws of any jurisdiction other than the State
of New York, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, voidable preference, 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 any provision
of any agreement which purports or is construed to provide indemnification with
respect to securities law violations. However, the non-enforceability of any of
the provisions referred to in foregoing clause (ii) 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. We do not express any opinion
herein with respect to any law the violation of which would not have any
material adverse effect on the ability of any party to perform its obligations
under any agreement.
We have conducted no independent investigation with respect to the
facts relied upon in rendering this opinion letter. We also note that we do not
represent any of the parties to the transactions to which this opinion letter
relates or any of their affiliates in connection with matters other than certain
transactions. This opinion letter is therefore based solely upon our review of
the documents referred to herein. However, the attorneys in this firm who are
directly involved in the
-7-
representation of parties to the transactions to which this opinion letter
relates have no actual present knowledge of the inaccuracy of any fact relied
upon in rendering this opinion letter. In addition, if we indicate herein that
any opinion is based on our knowledge, our opinion is based solely on such
actual present knowledge of such attorneys.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States including without limitation the Securities Act of 1933, as amended (the
"1933 Act") and Sections 860A through 860G (the "REMIC Provisions") of the
Internal Revenue Code of 1986 (the "Code") applicable to a real estate mortgage
investment conduit ("REMIC") and applicable regulations thereunder and current
judicial and administrative authority with respect thereto. We do not express
any opinion herein with respect to any matter not specifically addressed in the
opinions expressed below, including without limitation (i) any statute,
regulation or provision of law of any county, municipality or other political
subdivision or any agency or instrumentality thereof or (ii) the securities or
tax laws of any jurisdiction.
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, the
Trust Fund will qualify as two REMICs within the meaning of
Sections 860A through 860G of the Code. The REMIC I Regular
Interests will represent ownership of "regular interests" in
REMIC I. Each class of Underwritten Certificates, the Class
B-1 Certificates, the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates, the Class B-5
Certificates and the Class B-6 Certificates will represent
ownership of "regular interests" in REMIC II and will
generally be treated as debt instruments of REMIC II. The
Class R Certificates will constitute the sole class of
"residual interests" in each REMIC, within the meaning of
the REMIC Provisions in effect on the date hereof.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Certain Federal Income Tax Consequences" and "Legal Matters", 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,
