Exhibits 5.1, 8.1 and 23.1
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Sidley Austin LLP
000 Xxxxxxx Xxx.
New York, New York 10019
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
March 30, 2007
CWHEQ, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: CWHEQ, Inc.
CWHEQ Home Equity Loan Trust, Series 2007-S2
Series 2007-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, 2007 (the "Pooling and
Servicing Agreement"), among the Company, as depositor, Countrywide Home Loans,
Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada"), Park
Monaco Inc., as a seller ("Park Monaco"), and Park Sienna LLC, as a seller
("Park Sienna" and, together with CHL, Park Granada 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 2007-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.
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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/ SIDLEY AUSTIN LLP
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SIDLEY AUSTIN LLP
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