XXXXXX XXXXXX XXXXX & XXXX
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
CHICAGO 000 XXXXX XXXXXX XXXX XXXX
---- XXX XXXX, NEW YORK 10022 ----
DALLAS TELEPHONE 000 000 0000 LONDON
---- FACSIMILE 000 000 0000 ----
LOS ANGELES SHANGHAI
---- ----
SEATTLE FOUNDED 1866 SINGAPORE
---- ----
WASHINGTON, D.C. TOKYO
November 13, 2001
Structured Asset Securities Corporation
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Re: Structured Asset Securities Corporation
Mortgage-Backed Securities
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for Structured Asset Securities Corporation, a
Delaware corporation (the "Registrant"), in connection with the registration
statement on Form S-3 (the "Registration Statement") being filed by the
Registrant on or about the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Act") with
respect to the Registrant's mortgage-backed securities (the "Securities") to be
issued from time to time. The Registration Statement relates to the registration
under the Act of Securities consisting of either (i) collateralized mortgage
obligations ("Bonds") that will evidence the indebtedness of owner trusts
established by the Registrant (each, an "Owner Trust") or (ii) mortgage
pass-through certificates ("Certificates") that will evidence interests in trust
funds established by the Registrant, in each case as described in the
Registration Statement. The Securities are issuable in one or more series (each,
a "Series") under (i) with respect to each Series of Bonds, a separate trust
indenture (a "Trust Indenture", and together with any supplements thereto, an
"Indenture") between the Owner Trust identified therein (acting through the
owner trustee named therein) and the trustee named therein, and (ii) with
respect to each series of Certificates, a separate pooling and servicing
agreement among the Registrant, the servicer or master servicer named therein,
the special servicer (if any) named therein, the fiscal agent (if any) named
therein and the trustee named therein. The Securities of each Series are to be
sold as described in the Registration Statement, in any amendment thereto and in
the
XXXXXX XXXXXX XXXXX & XXXX NEW YORK
Structured Asset Securities Corporation
November 13, 2001
Page 2
prospectus and prospectus supplement relating to such Series (the
"Prospectus" and "Prospectus Supplement", respectively).
In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we deemed necessary for the purposes of this opinion.
In our examination, we have assumed the following: (a) the genuineness of all
signatures; (b) the legal capacity of natural persons; (c) the authenticity of
all documents submitted to us as originals; (d) the conformity to authentic
original documents of all documents submitted to us as certified or photostatic
copies; and (e) the truth, accuracy and completeness of the information,
representations and warranties contained in the records, documents, instruments
and certificates that we have reviewed. As to any facts material to the opinions
expressed herein which were not known to us, we have relied upon certificates,
statements and representations of officers and other representatives of the
Registrant and others.
Based upon the foregoing, we are of the opinion that, although it does
not discuss all federal income tax consequences that may be applicable to the
individual circumstances of particular investors (some of which may be subject
to special treatment under the Internal Revenue Code of 1986), the description
set forth under the caption "Federal Income Tax Considerations" in each
Prospectus included as a part of the Registration Statement otherwise correctly
describes, as of the date hereof, the material aspects of the federal income tax
treatment of an investment in a Series of Securities commonly applicable to
investors that are U.S. persons (as defined in each such Prospectus) and, where
expressly indicated therein, to investors that are not U.S. persons.
We know that we will be referred to under the heading "Certain Federal
Income Tax Consequences" in the Prospectus Supplement relating to each Series of
Securities with respect to which we act as counsel to the Registrant, and we
hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as an exhibit thereto. In giving such
consent, we do not consider that we are "experts", within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
We express no opinion as to any laws other than the federal laws of the
United States of America, and do not express any opinion, either implicitly or
otherwise, on any issue not expressly addressed above.
Very truly yours,
/s/ Sidley & Austin
