EXHIBIT 5. 1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
June 21, 2001
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Ameriquest Mortgage Securities Inc.,
Floating Rate Mortgage Pass-Through Certificates,
SERIES 2001-1
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Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Securities Inc. (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
June 21, 2001 (the "Mortgage Loan Purchase Agreement"), between Ameriquest
Mortgage Company ("Ameriquest") and the Depositor, (ii) the Pooling and
Servicing Agreement, dated as of June 1, 2001 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Ameriquest as master servicer (in
such capacity, the "Master Servicer") and Bankers Trust Company of California,
N.A. as trustee (the "Trustee") and the certificates issued pursuant thereto
designated as Floating Rate Mortgage Pass- Through Certificates, Series 2001-2
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated June
21, 2001 (the "Underwriting Agreement"), between the Depositor and Xxxxxxx Xxxxx
Xxxxxx Inc. (the "Underwriter" or the "Initial Purchaser") pursuant to which
certain Certificates were sold (collectively, the "Underwritten Certificates")
and (iv) the Prospectus Supplement, dated June 21, 2001 (the "Prospectus
Supplement") and the Prospectus to which it relates, dated June 21, 2001 (the
"Base Prospectus"; together with the Prospectus Supplement, the "Prospectus).
The Mortgage Loan Purchase Agreement, the Pooling and Servicing Agreement and
the Underwriting 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, 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,
we have assumed (i) the authenticity of all documents submitted to us as
originals 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 the documents to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such documents as so modified or supplemented. In rendering this opinion
letter, 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 contained in any
document or (b) the conformity of the underlying assets and related documents to
the requirements of the agreements to which this opinion letter relates.
Our opinions set forth 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 dealings 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 covenants,
remedies and other provisions, including the remedies of specific performance
and self-help and provisions imposing penalties and forfeitures and waiving
objections to venue and forum, (iii) bankruptcy, insolvency, receivership,
reorganization, liquidation, 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 the provisions of
any agreement which purport or are construed to provide indemnification with
respect to securities law violations. 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.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, the laws of
the State of New York and the General Corporation Law of the State of Delaware.
We do not express any opinion with respect to the securities laws of any
jurisdiction or any other matter not specifically addressed in the opinions
expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the
parties thereto, will constitute a valid and legally
binding agreement under the laws of the State of New
York, enforceable thereunder against the Depositor in
accordance with its terms.
2. The Certificates assuming the execution, authentication
and delivery in accordance with the Pooling and
Servicing Agreement and the delivery thereof and
payment
therefor in accordance with the Agreements, will be
validly issued and outstanding and will be entitled to
the benefits of the Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling
and Servicing Agreement, for federal income tax
purposes, REMIC I, REMIC II and REMIC III will each
qualify as a real estate mortgage investment conduit
("REMIC") within the meaning of Sections 860A through
860G (the "REMIC Provisions") of the Internal Revenue
Code of 1986, the Class R-I Certificates will constitute
the sole class of "residual interests" in REMIC I, the
Class R-II Certificates will constitute the sole class
of "residual interests" in REMIC II, the Class A
Certificates, the Class CE Certificates the Class P
Certificates 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
Certificates will constitute the sole class of "residual
certificates" in REMIC III, within the meaning of the
REMIC Provisions in effect on the date hereof. This
opinion confirms and adopts the opinion set forth in the
Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit
to the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus and Prospectus Supplement
under the heading "Legal Matters" and to the filing of this opinion letter as an
exhibit to any application made by or on behalf of the Registrant or any dealer
in connection with the registration or qualification of the Certificates under
the securities law of any State of the United States or other jurisdiction,
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
