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 14, 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 (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 (a "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 prospectus and
prospectus supplement relating to such Series (the "Prospectus" and "Prospectus
Supplement", respectively).
XXXXXX XXXXXX XXXXX & XXXX NEW YORK
Structured Asset Securities Corporation
November 14, 2001
Page 2
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.
In rendering this opinion, we have further assumed that: (i) the
Pooling and Servicing Agreement with respect to each Series of Certificates is
executed and delivered substantially in the form included as Exhibit 4.1 to the
Registration Statement; (ii) the Trust Indenture with respect to each Series of
Bonds is executed and delivered substantially in the form included as Exhibit
4.2 to the Registration Statement; (iii) each party to the Pooling and Servicing
Agreement or Indenture, as the case may be, with respect to each Series of
Securities has the power and authority to enter into and perform all of such
party's obligations thereunder; (iv) the Pooling and Servicing Agreement or
Indenture, as the case may be, constitutes the valid and binding obligation of
each party thereto, enforceable against such party in accordance with its terms;
and (v) the transactions contemplated to occur under the Registration Statement
and the Pooling and Servicing Agreement or Indenture, as the case may be, with
respect to each Series of Securities in fact occur in accordance with the terms
thereof.
Based upon and subject to the foregoing, we are of the opinion that
when--
(i) the Registration Statement becomes effective,
(ii) the issuance and principal terms of any Series of
Securities have been duly authorized by appropriate corporate action by
the Registrant and, in the case of Bonds issued by an Owner Trust, the
applicable Owner Trustee on behalf of such Owner Trust,
(iii) the Pooling and Servicing Agreement or Indenture, as the
case may be, relating to such Series has been duly authorized by all
necessary action and executed and delivered by or on behalf of each
party thereto,
(iv) the Securities of such Series have been duly executed,
authenticated and delivered in accordance with the terms and conditions
of the Pooling and Servicing Agreement or Indenture, as the case may
be, relating to such Series and sold in the manner described in the
Registration Statement, in any amendment thereto and in the Prospectus
and Prospectus Supplement relating thereto,
XXXXXX XXXXXX XXXXX & XXXX NEW YORK
Structured Asset Securities Corporation
November 14, 2001
Page 3
the Securities of such Series will be legally and validly issued and
outstanding, fully paid and non-assessable and, in the case of Bonds, will be
binding obligations of the applicable Owner Trust, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium or other laws relating to or
affecting the rights of creditors generally and general principles of equity,
including concepts of materiality, reasonableness, good faith and fair dealing,
and the possible unavailability of specific performance or injunctive relief,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in each Prospectus included as part of the Registration Statement and
in the Prospectus Supplement relating to each Series of Securities with respect
to which we act as counsel to the Registrant. 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 laws of the State
of New York and 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
