Exhibits 8.1 and 23.1
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Sidley Xxxxxx Xxxxx & Xxxx LLP
000 Xxxxxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
December 17, 2004
Standard & Poor's, UBS Securities LLC
a division of The XxXxxx-Xxxx 1285 Avenue of the Americas, 11th Floor
Companies, Inc. Xxx Xxxx, Xxx Xxxx 00000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Xxxxx'x Investors Service, Inc. IndyMac Bank, F.S.B.
00 Xxxxxx Xxxxxx 000 Xxxxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx, Xxxxxxxxxx 00000
Re: IndyMac MBS, Inc.
Residential Asset Securitization Trust 2004-IP2
Mortgage Pass-Through Certificates, Series 2004-IP2
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Ladies and Gentlemen:
We have acted as special counsel for IndyMac MBS, Inc, a Delaware
corporation (the "Depositor"), in connection with the issuance of the Mortgage
Pass-Through Certificates of the above-referenced Series (the "Certificates").
The Certificates will represent the entire beneficial ownership interest in
Residential Asset Securitization Trust 2004-IP2 (the "Trust"). The Trust is
being formed and the Certificates are being issued pursuant to a Pooling and
Servicing Agreement dated as of December 1, 2004 (the "Pooling and Servicing
Agreement"), among the Depositor, IndyMac Bank, F.S.B., a federal savings bank
("IndyMac Bank"), as seller and master servicer, and Deutsche Bank National
Trust Company, as trustee.
Capitalized terms not otherwise defined in this opinion letter are used
as defined in the Pooling and Servicing Agreement.
In arriving at the opinions expressed below, we have examined such
documents and records as we deemed appropriate, including the following:
(i) Signed copy of the Registration Statement on Form S-3 (File
No. 333-119384) filed by the Depositor with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"), on September 29,
2004, together with each amendment thereto (such registration
statement, as amended, and declared effective by the
Commission on October 12, 2004) (such registration statement
is referred to herein as the "Registration Statement");
(ii) The Prospectus dated October 26, 2004 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement
relating to the Public Certificates, dated December 14, 2004
(the "Prospectus Supplement"), in the form to be filed with
the Commission pursuant to Rule 424(b) under the 1933 Act (the
Basic Prospectus, as supplemented by the Prospectus
Supplement, the "Prospectus");
(iii) Signed copy of the Pooling and Servicing Agreement;
(iv) The underwriting agreement dated December 14, 2004 between
the Depositor and UBS Securities LLC (the "Underwriting
Agreement"); and
(v) Specimen Certificate of each Class of Certificates (together
with the Registration Statement, the Basic Prospectus, the
Prospectus Supplement, the Pooling and Servicing Agreement and
the Underwriting Agreement, the "Documents").
In rendering the opinions set forth below, we have assumed, without
independent investigation, that all of the Documents furnished to us are
complete and authentic and that all of the Documents have been duly authorized,
executed and delivered. Our opinions are also based on the assumption that all
parties to the Pooling and Servicing Agreement will comply with the terms
thereof, including all tax reporting requirements contained therein and that all
representations made in the Pooling and Servicing Agreement by any party thereto
are true, and that the issuance of the Certificates and the other transactions
set forth in or contemplated by the Documents are not part of another
transaction or another series of transactions that would require the Trust Fund,
any investor or any other participant to treat such transaction or transactions
as subject to the disclosure, registration, or list maintenance requirements of
Section 6011, 6111, or 6112 of the Internal Revenue Code of 1986, as amended.
Based upon the foregoing, we are of the opinion that: (i) each REMIC
created pursuant to the Pooling and Servicing Agreement will qualify as a real
estate mortgage investment conduit ("REMIC") within the meaning of Section 860D
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) the
Certificates, other than the Class A-R Certificate, will be treated as regular
interests in the Master REMIC, and (iii) the Class A-R Certificates represent
ownership of the sole class of residual interest in each REMIC created pursuant
to the Pooling and Servicing Agreement.
These opinions are based upon the existing provisions of the Code and
Treasury regulations issued or proposed thereunder, published Revenue Rulings
and releases of the Internal Revenue Service and existing case law, any of which
could be changed at any time. Any such changes could be retroactive in
application and could modify the legal conclusions
upon which such opinions are based. Such opinion is limited as described
above, and we do not express an opinion on any other tax aspect of the
transactions contemplated by the Pooling and Servicing Agreement or the effect
of such transaction on Indymac Bank, any member of its federal consolidated
group or any wholly owned affiliates.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion letter is rendered as of the date hereof and we undertake
no obligation to update this opinion letter or advise you of any changes in the
event there is any change in legal authorities, facts, assumptions or documents
on which this opinion letter is based (including the taking of any action by any
party to the Documents pursuant to any opinion of counsel or a waiver), or any
inaccuracy in any of the representations, warranties or assumptions upon which
we have relied in rendering this opinion letter unless we are specifically
engaged to do so. This opinion letter is rendered only to those to whom it is
addressed and may not be relied on in connection with any transactions other
than the transactions contemplated herein. This opinion letter may not be relied
upon for any other purpose, or relied upon by any other person, firm or
corporation for any purpose, without our prior written consent.
Very truly yours,
/s/ Sidley Xxxxxx Xxxxx & Xxxx LLP
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Sidley Xxxxxx Xxxxx & Xxxx LLP
