Exhibits 5.1, 8.1 and 23.1
Exhibits 5.1, 8.1 and 23.1
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Sidley Austin LLP
000 Xxxxxxx Xxx.
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
March 28, 2006
CWMBS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 2006-8
Mortgage Pass-Through Certificates,
Series 2006-8
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Ladies and Gentlemen:
We have acted as special counsel for CWMBS, Inc., a Delaware corporation
(the "Company"), in connection with the issuance of the Mortgage Pass-Through
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 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 CHL Mortgage Pass-Through Trust 0000-0 (xxx "Xxxxx Xxxx"). The assets of
the Trust Fund will consist primarily of a pool of conventional fixed rate
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, and 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, 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
(iii) compliance with changes in the law, including any amendments to the
Code or applicable Treasury regulations thereunder.
The opinion set forth in paragraph 3 is based upon the current provisions
and interpretations of the Code, the Treasury regulations issued or proposed
thereunder, Revenue Rulings and other published releases of the Internal
Revenue Service and case law, any of which can change at any time. Any change
could apply retroactively and modify the legal conclusions upon which the
opinion is 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 the 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 on the laws of
any jurisdiction other than the federal 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.
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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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