EXHIBIT 5.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
February 26, 2003
Xxxxxxx Xxxxx Xxxxxx, Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Salomon Mortgage Loan Trust, Series 2003-CB1
C-BASS Mortgage Loan Asset Backed Certificates
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") in connection with (i) the Mortgage Loan Purchase
Agreement, dated February 25, 2003 (the "Purchase Agreement"), between the
Depositor and Credit-Based Asset Servicing and Securitization LLC (the
"Seller"), (ii) the Pooling and Servicing Agreement, dated as of February 1,
2003 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
the Seller as seller, Xxxxxx Loan Servicing LP as servicer (the "Servicer") and
U.S. Bank National Association as trustee (the "Trustee"), and the certificates
issued pursuant thereto designated as Salomon Mortgage Loan Trust, Series
2003-CB1, C-BASS Mortgage Loan Asset-Backed Certificates (collectively, the
"Certificates"), (iii) the Custodial Agreement, dated February 1, 2003 (the
"Custodial Agreement"), among the Trustee, the Servicer and The Bank of New York
(the "Custodian"), (iii) the Xxxxxx Indemnification Agreement, dated February
25, 2003 (the "Xxxxxx Indemnification Agreement"), between the Depositor and the
Servicer, (iv) the C-BASS Indemnification Agreement, dated February 25, 2003
(the "C-BASS Indemnification Agreement"), among the Depositor, Xxxxxxx Xxxxx
Xxxxxx Inc. and the Seller, (v) the Underwriting Agreement, dated February 25,
2003 (the "Underwriting Agreement"), between the Depositor and Xxxxxxx Xxxxx
Xxxxxx Inc. pursuant to which certain Certificates were sold (collectively, the
"Underwritten Certificates"), (vi) the Prospectus Supplement, dated February 25,
2003 (the "Prospectus Supplement"), and the Prospectus to which it relates,
dated February 25, 2003 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus"). The Purchase Agreement, the Pooling and Servicing
Agreement, the C-BASS Indemnification Agreement, the Underwriting Agreement and
the Xxxxxx Indemnification 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 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) bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, fraudulent conveyance and
transfer, moratorium and other similar laws affecting the rights of creditors or
secured parties, (iii) the effect of certain laws, regulations and judicial and
other decisions upon (a) 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 judicial jurisdiction, venue
or forum and (b) the enforceability of any provision the violation of which
would not have any material adverse effect on the performance by any party of
its obligations under any agreement and (iv) public policy considerations
underlying United States federal 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 provisions
referred to in foregoing clause (iii) 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 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.
This opinion letter is based solely upon our review of the documents
referred to herein. We have conducted no independent investigation with respect
to the facts contained in such documents and 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. However, the attorneys
in this firm who are directly involved in the 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 the 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"). 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.
The tax opinions set forth below are based upon the existing provisions
of applicable law and regulations issued or proposed thereunder, published
rulings and releases of applicable agencies or other governmental bodies and
existing case law, any of which or the effect of any of which could be changed
at any time. Any such changes may be retroactive in application and could modify
the legal conclusions upon which such opinions are based. The opinions expressed
herein are limited as described below, and we do not express any opinion on any
other legal or income tax aspect of the transactions contemplated by the
documents relating to the transaction.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the necessary
authorization, execution and delivery thereof by the parties
thereto, will be a valid and legally binding agreement under
the laws of the State of New York, enforceable thereunder
against the parties thereto in accordance with its terms.
2. The Certificates, assuming the authorization, execution and
delivery of the related Pooling and Servicing Agreement, the
execution and authentication of such Certificates in
accordance with that Pooling and Servicing Agreement and the
delivery thereof and payment therefor as contemplated in the
Registration Statement and in the prospectus and prospectus
supplement delivered in connection with such Certificates,
will be legally and validly issued and outstanding, fully paid
and non- assessable and entitled to the benefits of that
Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for United States federal income tax
purposes, (i) each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and
REMIC 5 will qualify as a REMIC within the meaning of the
REMIC Provisions of the Code, (ii) the Class A Certificates,
the Class M-1 Certificates, the Class M-2 Certificates and the
Class B Certificates will represent ownership of "regular
interests" in REMIC 2 and will generally be treated as debt
instruments of REMIC 2, (iii) the Class B-1 Certificates, will
represent ownership of "regular interests" in REMIC 3 and will
generally be treated as debt instruments of REMIC 3, (iv) the
Class B-2 Certificates, will represent ownership of "regular
interests" in REMIC 4 and will generally be treated as debt
instruments of REMIC
4, (v) the Class X Certificates and the Class N Certificates,
if held by the same person, will represent ownership of
"regular interests" in REMIC 5 and will generally be treated
as debt instruments of REMIC 5 and if held by different people
will generally be treated as partnership interests and (vi)
the Class R Certificates will constitute the sole class of
"residual interests" in REMIC 2 and the Class R-X Certificates
will constitute the sole class of "residual interests" in
REMIC 5 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
"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,
By: /s/ XXXXXXX XXXXXXXX & XXXX
