Exhibits 5.1 and 8.1
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September 26, 2003
Standard & Poor's, UBS Securities LLC
a division of The XxXxxx-Xxxx Companies, Inc. 1285 Avenue of the Americas
00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000-0000
Fitch, Inc. Xxxxxx Xxxxxxx & Co. Incorporated
Xxx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxxx
Xxx Xxxx, New York 10004 Xxx Xxxx, Xxx Xxxx 00000
Deutsche Bank National Trust Company
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000-0000
Re: IndyMac MBS, Inc.
Residential Asset Securitization Trust, Series 2003-A12
Mortgage-Pass Through Certificates, Series 2003-L
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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")
pursuant to a Pooling and Servicing Agreement dated as of September 1, 2003
(the "Pooling and Servicing Agreement"), among the Depositor, IndyMac Bank,
F.S.B., a federal savings bank ("IndyMac Bank"), as seller (the "Seller"),
IndyMac Bank, as master servicer (the "Master Servicer"), and Deutsche Bank
National Trust Company, as trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership
interest in Mortgage Pass-Through Certificates, Series 2003-L Trust Fund (the
"Trust"). The Trust is being formed and the Certificates are being issued
pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2003
(the "Pooling and Servicing Agreement"), among the Depositor, as depositor,
IndyMac Bank, as seller and master servicer, and the Trustee. A "Closing Date
Mortgage Loan" means a conventional fixed-rate mortgage loan secured by a
first lien on a one-to four-family residential property sold on the Closing
Date pursuant to the Pooling and Servicing Agreement. 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. 333-102888) filed by the Depositor with the
Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"), on
January 31, 2003, together with each amendment thereto (such
registration statement, as amended, and declared effective
by the Commission on February 13, 2003) (such registration
statement is referred to herein as the "Registration
Statement");
(ii) The Prospectus dated June 13, 2003 (the "Basic Prospectus"),
as supplemented by the Prospectus Supplement relating to the
Public Certificates, dated September 25, 2003 (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 September 25, 2003
between the Depositor and UBS Securities LLC and Xxxxxx
Xxxxxxx & Co. Incorporated (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.
Our opinions are also based on the assumption 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, 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 (the "Code").
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 within the meaning of Section 860D of the
Code, (ii) the Regular Interest Certificates represent ownership of 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
