EXHIBIT 5.1, EXHIBIT 8.1, EXHIBIT 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx XXX]
Xxxxx 0, 0000
Xxxxxx Securities Inc. Ameriquest Mortgage Company
0000 Xxxx & Xxxxxxx Xxxx 0000 Xxxx & Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
Deutsche Bank National Trust Company Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxx Xx. Xxxxxx Xxxxx 0000 Xxxxxxxx
Xxxxx Xxx, XX 00000 Xxx Xxxx, Xxx Xxxx 00000
Financial Security Assurance Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2004-W2
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Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Company ("Ameriquest"
or the "Seller") and Argent Securities Inc. (the "Depositor") in connection with
(i) the Mortgage Loan Purchase Agreement, dated February 27, 2004 (the "Seller
Sale Agreement"), between Ameriquest and the Depositor, (ii) the Pooling and
Servicing Agreement, dated as of March 1, 2004 (the "Pooling and Servicing
Agreement"), among the Depositor, Ameriquest and Deutsche Bank National Trust
Company (the "Trustee"), and the certificates issued pursuant thereto designated
as Asset-Backed Pass-Through Certificates, Series 2004-W2 (collectively, the
"Certificates"), (iii) the Underwriting Agreement, dated February 27, 2004 (the
"Underwriting Agreement"), among the Seller, the Depositor and Xxxxxx Xxxxxxx &
Co. Incorporated (the "Underwriter") pursuant to which certain Certificates were
sold (collectively, the "Publicly Offered Securities"), (iv) the Indemnification
Agreement, dated March 4, 2004 (the "Indemnification Agreement"), between the
Depositor and Ameriquest, (v) the Insurance and Indemnity Agreement, dated March
1, 2004 (the "Insurance and Indemnity Agreement"), among Ameriquest, the
Depositor and Financial Security Assurance Corp. (the "Certificate Insurer" or
"FSA"), (vi) the Indemnification Agreement, dated March 4, 2004 (the "FSA
Indemnification Agreement"), among Ameriquest, the Depositor, the Underwriter
and FSA, (vii) the Premium Letter, dated March 4, 2004 (the "Premium Letter"),
among Ameriquest, the
Depositor, the Initial Purchaser and the Certificate Insurer, (viii) the Class
M-7 Purchase Agreement, dated as of March 4, 2004 (the "Purchase Agreement"),
among the Depositor, Ameriquest and Xxxxxx Xxxxxxx & Co. Incorporated (in such
capacity, the "Initial Purchaser") pursuant to which certain Certificates were
sold (collectively, the "Privately Offered Certificates";together with the
Publicly Offered Certificates, the "Offered Certificates"), (ix) the Prospectus
Supplement, dated February 27, 2004 (the "Prospectus Supplement"), and the
Prospectus to which it relates, dated February 27, 2004 (the "Base Prospectus",
and together with the Prospectus Supplement, the "Prospectus) and (x) the
Private Placement Memorandum, dated March 4, 2004 (the "Class M-7 Private
Placement Memorandum). The Seller Sale Agreement, the Pooling and Servicing
Agreement, the Underwriting Agreement, the Indemnification Agreement, the
Insurance and Indemnity Agreement, the FSA Indemnification Agreement, the
Premium Letter and the Purchase 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, 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.
The opinions expressed 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
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 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, to 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. 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. 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.
Wherever we indicate that our opinion with respect to the existence or absence
of facts is based on our knowledge, our opinion is based solely on the actual
present knowledge of the attorneys in this firm who are directly involved in the
representation of parties to the transactions described herein in connection
therewith. In that regard we have conducted no special or independent
investigation of factual matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than 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 and the laws of the State of New
York. 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 laws of any jurisdiction.
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 the accuracy of and compliance with the factual
representations, covenants and other provisions of the
Agreements without any waiver or modification thereof, for
United States federal income tax purposes within the meaning
of the Code in effect on the date hereof, each of REMIC I,
REMIC II, REMIC III and REMIC IV will qualify as a REMIC
within the meaning of the Code. The REMIC I Regular Interests
will represent ownership of the "regular interests" in REMIC
I, and the Class R-I Interest will constitute the sole class
of "residual interests" in REMIC I. Each class of Offered
Certificates and the Class M-7 Certificates (exclusive of any
right to receive payments from the Net WAC Rate Carryover
Reserve Account and the Cap Contracts), the Class CE Interest
and the Class P Interest 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 Interest will
constitute the sole class of "residual interests" in REMIC II.
The Class CE Certificates will represent ownership of the
"regular interests" in REMIC III, and the Class R-III Interest
will constitute the sole class of "residual interests" in
REMIC III. The Class P Certificates will represent ownership
of the "regular interests" in REMIC IV, and the Class R-IV
Interest will constitute the sole class of the "regular
interests" in REMIC IV. The Class R Certificates will
represent ownership of the Class R-I Interest and the Class
R-II Interest. The Class R-X Certificates will represent
ownership of the Class R-III Interest and the Class R-IV
Interest.
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,
/s/ XXXXXXX XXXXXXXX & XXXX LLP
