Exhibits 5.1, 8.1 and 23.1
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5
Sidley Austin LLP
000 Xxxxxxx Xxx.
New York, New York 10019
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
March 30, 2006
CWHEQ, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: CWHEQ, Inc.
CWHEQ Home Equity Loan Trust, Series 2006-S2
Home Equity Loan Asset Backed Certificates,
Series 2006-S2
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Ladies and Gentlemen:
We have acted as special counsel for CWHEQ, Inc., a Delaware corporation
(the "Company"), in connection with the issuance of the Home Equity Loan Asset
Backed Certificates of the above-referenced Series (the "Certificates")
pursuant to a Pooling and Servicing Agreement dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), among the Company, as depositor,
Countrywide Home Loans, Inc., as a seller ("CHL"), Park Monaco Inc., as a
seller ("Park Monaco"), and Park Sienna LLC, as a seller ("Park Sienna" and,
together with CHL and Park Monaco, the "Sellers"), Countrywide Home Loans
Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New
York, as trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership interest
in CWHEQ Home Equity Loan Trust, Series 2006-S2 (the "Issuing Entity"). The
assets of the Issuing Entity will consist primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties. Capitalized terms not otherwise defined herein have
the meanings ascribed to such terms in the Pooling and Servicing Agreement.
We have examined such documents and records and made such investigations
of such matters of law as we have deemed appropriate as a basis for the
opinions expressed below. Further, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized, executed and
delivered by the Company, the Sellers and the Master Servicer and, assuming
due authorization, execution and delivery by the Trustee, constitutes a
valid, legal and binding agreement of the Company, the Sellers and the
Master Servicer, enforceable against the Company, the Sellers and the
Master Servicer in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law. In rendering this opinion, we have relied
on the opinions of counsel of Xxxxxx X. Xxxxxxx, as to matters involving
the due authorization, execution and delivery of the Pooling and Servicing
Agreement by the Depositor, the Sellers and the Master Servicer.
2. Assuming that the Certificates have been duly executed and countersigned by
the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. Each REMIC described in the Pooling and Servicing Agreement will qualify as
a real estate mortgage investment conduit within the meaning of Section
860D of the Internal Revenue Code of 1986, as amended (the "Code"), the
Regular Certificates will be treated as regular interests in the Master
REMIC, the Class A-R Certificate will represent ownership of the sole class
of residual interest in each REMIC described in the Pooling and Servicing
Agreement and the rights of the holders of the LIBOR Certificates to
receive payments with respect to Carryover Shortfall Amounts after the
first Distribution Date, will represent for federal income tax purposes,
contractual rights coupled with regular interests within the meaning of
Treasury regulation ss. 1.860G-2(i), assuming: (i) an election is made to
treat the assets of each REMIC as a real estate mortgage investment
conduit, (ii) compliance with the Pooling and Servicing Agreement and the
accuracy of all representations made by each party to the Pooling and
Servicing Agreement and (iii) compliance with changes in the law, including
any amendments to the Code or applicable Treasury regulations thereunder.
The opinions set forth in paragraph 3 are based upon the current
provisions of the Code and the Treasury regulations issued or proposed
thereunder, Revenue Rulings and other published releases of the Internal
Revenue Service and current case law, any of which can change at any time. Any
change could apply retroactively and modify the legal conclusions upon which
our opinions are based. Our opinion is limited as described above, and we do
not express an opinion on any other tax aspect of the transactions
contemplated by the Pooling and Servicing Agreement or the effect of such
transactions on Countrywide Financial Corporation, any member of its federal
consolidated group or any of its wholly owned affiliates.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal income tax laws of the United
States of America, the corporate laws of the State of Delaware and the laws of
the State of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ XXXXXX XXXXXX LLP
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XXXXXX XXXXXX LLP
