EXHIBIT 5. 1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
June 24, 1999
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Floating Rate Mortgage Pass-Through Certificates,
Series 1999-LB1
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") in connection with (i) the sale of certain mortgage loans
(the "Mortgage Loans") by Xxxxxxx Xxxxxxxx Realty Corp. (the "Seller") to the
Depositor pursuant to the Mortgage Loan Purchase Agreement, dated June 23, 1999
(the "Purchase Agreement"), among the Seller, Long Beach Mortgage Company ("Long
Beach") and the Depositor, and (ii) the issuance of Floating Rate Mortgage
Pass-Through Certificates, Series 1999-LB1 (the "Certificates"), pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 1999 (the "Pooling and
Servicing Agreement") among the Depositor as depositor, Long Beach as master
servicer (the "Master Servicer") and Norwest Bank Minnesota, National
Association as trustee (the "Trustee"). In consideration for its purchase of the
Mortgage Loans, the Depositor will deliver to the Seller immediately available
funds. The Depositor will sell the Certificates to Xxxxxxx Xxxxx Xxxxxx Inc.
(the "Underwriter") for offer and sale pursuant to the terms of an Underwriting
Agreement, dated June 23, 1999 (the "Underwriting Agreement"), between the
Depositor and the Underwriter. The Purchase Agreement, the Pooling and Servicing
Agreement and the Underwriting Agreement together, are hereinafter collectively
referred to as the "Agreements". Capitalized terms not otherwise defined herein
shall have the meanings set forth 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, including
the Securities Act of 1933, as amended (the "1933 Act"), 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, constitutes 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 Class A Certificates, the Class M-1 Certificates, the
Class M-2 Certificates and the Class M-3 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
Underwriting Agreement, are validly issued and outstanding and
are 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 M-1 Certificates, the Class M-2 Certificates, the
Class M-3 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 Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Certain 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,
XXXXXXX XXXXXXXX & XXXX
By /s/ Xxxxxxx Xxxxxxxx & Xxxx
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