[LETTERHEAD OF XXXXXXX XXXXXXXX & XXXX LLP]
EXHIBIT 5.1, EXHIBIT 23.1
September 5, 2003
Argent Securities Inc. Ameriquest Mortgage Company
0000 Xxxx & Xxxxxxx Xxxx 0000 Xxxx & Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
UBS Securities LLC Deutsche Bank National Trust Company
as Representative of the several 1761 East St. Xxxxxx Place
Underwriters Santa Ana, CA 92705
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Opinion: Underwriting Agreement
Argent Securities Inc.
Asset Backed Pass-Through Certificates, Series 2003-W3
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Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Company ("Ameriquest")
and Argent Securities Inc. (the "Depositor") in connection with (i) the Mortgage
Loan Purchase Agreement, dated September 3, 2003 (the "Mortgage Loan Purchase
Agreement"), between Ameriquest and the Depositor, (ii) the Pooling and
Servicing Agreement, dated as of September 1, 2003 (the "Pooling and Servicing
Agreement"), among the Depositor, Ameriquest and Deutsche Bank National Trust
Company (the "Trustee"), and the certificates issued pursuant thereto designated
as Asset-Backed Pass-Through Certificates, Series 2003-W3 (collectively, the
"Certificates"), (iii) the Underwriting Agreement, dated September 3, 2003 (the
"Underwriting Agreement"), among the Seller, the Depositor and UBS Securities
LLC as representative of the several underwriters named therein (the
"Underwriter") pursuant to which certain Certificates were sold (collectively,
the "Underwritten Certificates"), (iv) the Indemnification Agreement, dated
September 3, 2003 (the "Indemnification Agreement"), between the Depositor and
Ameriquest and (v) the Prospectus Supplement, dated September 3, 2003 (the
"Prospectus Supplement"), and the Prospectus to which it relates, dated August
1, 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 Indemnification 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 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.
This opinion letter is based upon our review of the documents referred
to herein. We have conducted no independent investigation with respect to the
facts contained in such documents and relied upon in rendering this opinion
letter. We also note that we do not represent any of the parties to the
transactions to which this opinion letter relates or any of their affiliates in
connection with matters other than certain transactions. However, the attorneys
in this firm who are directly involved in the representation of parties to the
transactions to which this opinion letter relates have no actual present
knowledge of the inaccuracy of any fact relied upon in rendering this opinion
letter. In addition, if we indicate herein that any opinion is based on our
knowledge, our opinion is based solely on the actual present knowledge of such
attorneys.
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"). 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 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.
Based upon and subject to the foregoing, it is our opinion that:
1. The Depositor has been legally incorporated under the laws of the
State of Delaware and, based upon a certificate of good standing issued by that
State, is validly existing as a corporation in good standing under the laws of
that State, and has the requisite entity power and authority to execute and
deliver each Agreement to which it is a party and to perform its obligations
thereunder.
2. Each of the Agreements to which the Depositor is a party has been
duly authorized, executed and delivered by such party. The issuance, offer, sale
and delivery of the Certificates have been duly authorized by the Depositor.
3. Each of the Agreements to which Ameriquest or the Depositor is a
party (to the extent that the laws of the State of New York are designated
therein as the governing law thereof), assuming the necessary authorization,
execution and delivery thereof by the parties thereto (other than party any as
to which we opine to that effect herein), is a valid and legally binding
agreement under the laws of the State of New York, enforceable thereunder in
accordance with its terms against Ameriquest or the Depositor, as the case may
be.
4. The issuance, offer, sale and delivery of the Certificates have been
duly authorized by the Depositor.
5. The Certificates, assuming the necessary execution, authentication
and delivery thereof and payment therefor in accordance with the applicable
Agreements, are validly issued and outstanding and are entitled to the benefits
of the Pooling and Servicing Agreement.
6. With respect to the Depositor and, to our knowledge, the Seller, the
performance of its obligations under each of the Agreements to which it is a
party and the consummation of the transactions contemplated thereby do not
require any consent, approval, authorization or order of, filing with or notice
to any United States federal or State of New York court, agency or other
governmental body under any United States federal or State of New York statute
or regulation applicable to the Agreements, except such as may be required under
the securities laws of any State of the United States or such as have been
obtained, effected or given.
7. With respect to each of the Seller and the Depositor, the
performance of its obligations under each of the Agreements to which it is a
party and the consummation of the transactions contemplated thereby will not
result in (i) as to the Depositor only, any breach or violation of its
certificate of incorporation or bylaws, (ii) as to the Depositor only, to our
knowledge, any breach, violation or acceleration of or default under any
indenture or other material agreement or instrument to which it is a party or by
which it is bound or (iii) any breach or violation of any United States federal
or State of New York statute or regulation applicable to the Agreements or, to
our knowledge, any order of any United States federal or State of New York
court, agency or other governmental body.
8. With respect to each of the Seller and the Depositor, to our
knowledge, there is no legal action, suit, proceeding or investigation before
any court, agency or other governmental body pending or threatened against it
which, either in one instance or in the aggregate, draws into question the
validity of, seeks to prevent the consummation of any of the transactions
contemplated by or would impair materially its ability to perform its
obligations under any of the Agreements to which it is a party.
9. The Registration Statement has become effective under the 1933 Act.
To our knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and not withdrawn, and no proceedings for that purpose
have been instituted or threatened under Section 8(d) of the 1933 Act.
10. The Registration Statement as of the date of the Prospectus
Supplement and the date hereof, and the Prospectus as of the date of the
Prospectus Supplement and the date hereof, other than any financial and
statistical information, Computational Materials and ABS Term Sheets contained
or incorporated by reference therein as to which we express no opinion herein,
complied as to form in all material respects with the requirements of the 1933
Act and the applicable rules and regulations thereunder.
11. To our knowledge, there are no material contracts, indentures or
other documents of a character required to be described or referred to in either
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement, other than any Computational Materials and ABS Term
Sheets as to which we express no opinion herein, and those described or referred
to therein or filed or incorporated by reference as exhibits thereto.
12. The statements made in the Prospectus Supplement under the heading
"Description of the Certificates," insofar as such statements purport to
summarize certain provisions of the Certificates and the Pooling and Servicing
Agreement, provide a fair summary of such provisions. The statements made in the
Base Prospectus under the headings "Legal Aspects of Mortgage
Assets-Applicability of Usury Laws," "Alternative Mortgage Instruments," and
"Considerations For Benefit Plan Investors" and the statements made in the
Prospectus Supplement under the heading "ERISA Considerations," to the extent
that they constitute matters of United States federal or State of New York law
or legal conclusions with respect thereto, while not purporting to discuss all
possible consequences of investment in the Certificates offered thereby, are
correct in all material respects with respect to those consequences or matters
that are discussed therein.
13. The Pooling and Servicing Agreement is not required to be qualified
under the Trust Indenture Act of 1939, as amended. The Trust Fund created by the
Pooling and Servicing Agreement is not an "investment company" or "controlled
by" an "investment company" within the meaning of the Investment Company Act of
1940, as amended.
14. The Class A Certificates and the Class M-1 Certificates will be
"mortgage related securities" as defined in Section 3(a)(41) of the Securities
Exchange Act of 1934, as amended, so long as each such class is rated in one of
the two highest rating categories by at least one "nationally recognized
statistical rating organization" as that term is used in that Section.
This opinion letter is rendered for the sole benefit of each addressee
hereof with respect to the matters specifically addressed herein, and no other
person or entity is entitled to rely hereon. Copies of this opinion letter may
not be made available, and this opinion letter may not be quoted or referred to
in any other document made available, to any other person or entity except (i)
to any applicable rating agency, institution providing credit enhancement or
liquidity support or governmental authority, (ii) to any accountant or attorney
for any person or entity entitled hereunder to rely hereon or to whom or which
this opinion letter may be made available as provided herein and (iii) as
otherwise required by law; provided that none of the foregoing is entitled to
rely hereon unless an addressee hereof. We assume no obligation to revise,
supplement or withdraw this opinion letter, or otherwise inform any addressee
hereof or other person or entity, with respect to any change occurring
subsequent to the delivery hereof in any applicable fact or law or any judicial
or administrative interpretation thereof, even though such change may affect a
legal analysis or conclusion contained herein. In addition, no attorney-client
relationship exists or has existed by reason of this opinion letter between our
firm and any addressee hereof or other person or entity except for any addressee
that is identified in the first paragraph hereof as a person or entity for which
we have acted as counsel in rendering this opinion letter. In permitting
reliance hereon by any person or entity other than such an addressee for which
we have acted as counsel, we are not acting as counsel for such other person or
entity and have not assumed and are not assuming any responsibility to advise
such other person or entity with respect to the adequacy of this opinion letter
for its purposes.
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,
/s/ XXXXXXX XXXXXXXX & XXXX LLP
