EXHIBIT 5.1, 8.1, 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
January 26, 2005
Park Place Securities, Inc. Ameriquest Mortgage Company
0000 Xxxx & Xxxxxxx Xxxx 0000 Xxxx & Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
X.X. Xxxxxx Securities Inc. Xxxxx Fargo Bank, N.A.
as Representative of the several Underwriters 0000 Xxx Xxxxxxxxx Xxxx
000 Xxxx Xxxxxx Xxxxxxxx, XX 00000
10th Floor
New York, N.Y. 10017
Opinion: Underwriting Agreement
Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WCH1
--------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Company ("Ameriquest"
or the "Seller") and Park Place Securities, Inc. (the"Depositor") in connection
with (i) the Mortgage Loan Purchase Agreement, dated January 21, 2005 (the
"Seller Sale Agreement"), between the Seller and the Depositor, (ii) the Pooling
and Servicing Agreement, dated as of January 1, 2005 (the "Pooling and Servicing
Agreement"), among the Depositor, JPMorgan Chase Bank, National Association (the
"Master Servicer") and Xxxxx Fargo Bank, N.A. (the "Trustee"), and the
certificates issued pursuant thereto designated as Asset-Backed Pass-Through
Certificates, Series 2005-WCH1 (the "Certificates"), (iii) the Underwriting
Agreement, dated January 21, 2005 (the "Underwriting Agreement"), among the
Depositor, Ameriquest and X.X. Xxxxxx Securities Inc., as representative (the
"Representative") of the several underwriters named therein (the "Underwriter"),
(iv) the Certificate Purchase Agreement, dated January 26, 2005 (the
"Certificate Purchase Agreement") among the Depositor, Ameriquest and X.X.
Xxxxxx Securities Inc. as representative of the several initial purchasers named
therein (the "Initial Purchaser"), (v) the Prospectus Supplement, dated January
21, 2005 (the "Prospectus Supplement"), and the Prospectus to which it relates,
dated January 21, 2005 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus") and (vi) the Private Placement Memorandum dated
January 26, 2005 (the "Private Placement Memorandum"). The Mortgage Loan
Purchase Agreement, the Pooling and Servicing Agreement, the Underwriting
Agreement and the Certificate 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, with your permission we have assumed,
and are relying thereon without independent investigation, (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.
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, as amended (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, (i) each of REMIC I,
REMIC II, REMIC III, REMIC IV and REMIC V will qualify as a
REMIC, (ii) the REMIC I Regular Interests will represent
ownership of "regular interests" in REMIC I, and the Class R-I
Interest will constitute the sole class of "residual
interests" in REMIC I, (iii) the REMIC II Regular Interests
will represent ownership of "regular interests" in REMIC II,
and the Class R-II Interest will constitute the sole class of
"residual interests" in REMIC II, (iv) each
class of the Class A Certificates and the Mezzanine
Certificates Certificates (exclusive of any right to receive
payments from the Net WAC Rate Carryover Reserve Account or
the Swap Account or the obligation to make payments to the
Swap Account), the Class CE Interest, the Class SWAP-IO
Interest and the Class P Interest will represent ownership of
"regular interests" in REMIC III and will generally be treated
as debt instruments of REMIC III, and the Class R-III Interest
will constitute the sole class of "residual interests" in
REMIC III (v) the Class CE Certificates will represent
ownership of the sole class of "regular interests" in REMIC IV
and the Class R-IV Interest constitute the sole class of
"residual interest in REMIC IV, (vi) the Class P Certificates
will represent ownership of the sole class of "regular
interests" in REMIC V and the Class R-V Interest constitute
the sole class of "residual interest in REMIC V.
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
