EXHIBIT 5.1
SBMSVII, Series 2003-UP2
July 30, 2003
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
July 30, 2003
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Citigroup Mortgage Loan Trust, Series 2003-UP2
Mortgage Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as counsel to Citigroup Global Markets Realty Corp. (the
"Seller"), Salomon Brothers Mortgage Securities VII, Inc. (the "Depositor") and
Citigroup Global Markets Inc. (the "Underwriter") in connection with (i) the
Mortgage Loan Purchase Agreement, dated July 28, 2003 (the "Mortgage Loan
Purchase Agreement"), among Union Planters Bank, National Association (the
"Originator"), the Seller and the Depositor, (ii) the Pooling and Servicing
Agreement, dated as of July 1, 2003 (the "Pooling and Servicing Agreement"),
among the Depositor as depositor, Union Planters Mortgage, Inc. as master
servicer (the "Master Servicer") and Xxxxx Fargo Bank Minnesota, National
Association as trustee (the "Trustee"), and the certificates issued pursuant
thereto designated as Mortgage Pass-Through Certificates, Series 2003-UP2
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated July
28, 2003 (the "Underwriting Agreement"), between the Depositor and the
Underwriter pursuant to which certain Certificates were sold (collectively, the
"Underwritten Certificates"), (iv) the Certificate Purchase Agreement, dated
July 28, 2003 (the "Certificate Purchase Agreement"), between the Depositor and
the Underwriter (in such capacity, the "Initial Purchaser") pursuant to which
certain Certificates were sold (collectively, the "Privately Purchased
Certificates") and (v) the Prospectus Supplement, dated July 28, 2003 (the
"Prospectus Supplement"), and the Prospectus to which it relates, dated July 28,
2003 (the "Base Prospectus"; together with the Prospectus Supplement, the
"Prospectus"). 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
SBMSVII, Series 2003-UP2
July 30, 2003
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.
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.
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
SBMSVII, Series 2003-UP2
July 30, 2003
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 change 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 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,
each of REMIC I and REMIC II 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, the Class R-I Interest will constitute the sole class of
"residual interests" in REMIC I, each class of Offered Certificates 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 certificates" in REMIC II, within the
meaning of the Code 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