Exhibits 5.1 and 8.1
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Xxxxxx Xxxxxx Xxxxx & Xxxx LLP
000 Xxxxxxx Xxx.
New York, New York 10019
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
September 27, 2002
CWMBS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: CWMBS, Inc.
Alternative Loan Trust 2002-15CB
Mortgage Pass-Through Certificates,
Series 2002-28
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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 September 1, 2002 (the "Pooling
and Servicing Agreement"), among the Company, as depositor, Countrywide Home
Loans, Inc., as seller (the "Seller"), 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 Alternative Loan Trust 2002-15CB (the "Trust Fund"). 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:
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1. The Pooling and Servicing Agreement has been duly authorized, executed
and delivered by the Company, the Seller 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
Seller and the Master Servicer, enforceable against the Company, the
Seller 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 opinion of counsel of Xxxxxx X. Xxxxxxx, General Counsel to
Countrywide GP, Inc., the sole general partner of the Master Servicer,
dated the date hereof, as to matters involving the due authorization,
execution and delivery of the Pooling and Servicing Agreement by 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. The REMIC described pursuant to 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"), assuming (i) an election is made to treat the assests of the
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 existing
provisions of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such changes
could be retroactive in application and could modify the legal conclusions
upon which such opinions are based. Such 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 Credit Industries, Inc., 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 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/ XXXXXX XXXXXX XXXXX & XXXX LLP
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XXXXXX XXXXXX XXXXX & XXXX LLP
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