Exhibits 5.1 and 8.1
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Xxxxxx Xxxxxx Xxxxx & Xxxx LLP
000 Xxxxxxx Xxx.
New York, New York 10019
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
September 30, 2002
CWMBS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: CWMBS, Inc.
Alternative Loan Trust 2002-13
Mortgage Pass-Through Certificates,
Series 2002-23
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Ladies and Gentlemen:
We have acted as special counsel for CWMBS, Inc., a Delaware corporation
(the "Company"), in connection with the issuance of the Mortgage Pass-Through
Certificates of the above-referenced Series (the "Certificates") pursuant to a
Pooling and Servicing Agreement dated as of September 1, 2002 (the "Pooling and
Servicing Agreement"), among the Company, as depositor, Countrywide Home Loans,
Inc., as seller (the "Seller"), Countrywide Home Loans Servicing LP, as master
servicer (the "Master Servicer"), and The Bank of New York, as trustee (the
"Trustee").
The Certificates will represent the entire beneficial ownership interest in
Alternative Loan Trust 2002-13 (the "Trust Fund"). The assets of the Trust Fund
will consist primarily of a pool of conventional fixed-rate mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential
properties. Capitalized terms not otherwise defined herein have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
We have examined such documents and records and made such investigations of
such matters of law as we have deemed appropriate as a basis for the opinions
expressed below. Further, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals.
Based upon the foregoing, we are of the opinion that:
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1. The Pooling and Servicing Agreement has been duly authorized, executed and
delivered by the Company, the Seller and the Master Servicer and, assuming
due authorization, execution and delivery by the Trustee, constitutes a
valid, legal and binding agreement of the Company, the Seller and the
Master Servicer, enforceable against the Company, the Seller and the Master
Servicer in accordance with its terms, subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and to general principles of equity
regardless of whether enforcement is sought in a proceeding in equity or at
law. In rendering this opinion, we have relied on the opinion of counsel of
Xxxxxx X. Xxxxxxx, General Counsel to Countrywide GP, Inc., the sole
general partner of the Master Servicer, dated the date hereof, as to
matters involving the due authorization, execution and delivery of the
Pooling and Servicing Agreement by the Master Servicer.
2. Assuming that the Certificates have been duly executed and countersigned by
the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. Each REMIC described in the Pooling and Servicing Agreement will qualify as
a real estate mortgage investment conduit within the meaning of Section
860D of the Internal Revenue Code of 1986, as amended (the "Code"),
assuming: (i) an election is made to treat the assets of each REMIC as a
real estate mortgage investment conduit, (ii) compliance with the Pooling
and Servicing Agreement and (iii) compliance with changes in the law,
including any amendments to the Code or applicable Treasury regulations
thereunder.
The opinion set forth in paragraph 3 is 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 transactions on
Countrywide Credit Industries, Inc., any member of its federal consolidated
group or any of its wholly owned affiliates.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal tax laws of the United States of
America, the corporate laws of the State of Delaware and the laws of the State
of New York.
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We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ XXXXXX XXXXXX XXXXX & XXXX LLP
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XXXXXX XXXXXX XXXXX & XXXX LLP
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