EXHIBIT 5.1
XXXXXX XXXXXX XXXXX & XXXX LLP
BEIJING 000 XXXXXXX XXXXXX XXX XXXXXXX
---- XXX XXXX, NEW YORK 10019 ----
BRUSSELS TELEPHONE 000 000 0000 NEW YORK
---- FACSIMILE 212 839 5599 ----
CHICAGO xxx.xxxxxx.xxx SAN FRANCISCO
---- ----
DALLAS FOUNDED 1866 SHANGHAI
---- ----
GENEVA SINGAPORE
---- ----
HONG KONG TOKYO
---- ----
LONDON WASHINGTON, D.C.
December 23, 2003
SCORS Depositor Inc.
Park Avenue Plaza
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: SCORS Depositor Inc.
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for SCORS Depositor Inc., a Delaware
corporation (the "Corporation"), in connection with the preparation of its
registration statement on Form S-3 (the "Registration Statement") relating to
the issuance from time to time in one or more series (each, a "Series") of
trust certificates (the "Securities") that are registered on such Registration
Statement. The Registration Statement is being filed with the Securities and
Exchange Commission (the "Commission") herewith under the Securities Act of
1933, as amended (the "1933 Act"). As set forth in the Registration Statement,
each Series of Securities will be issued by a separate trust to be formed by
the Corporation (each, a "Trust") under and pursuant to the conditions of a
trust agreement (each, an "Agreement"), each to be identified in the
prospectus supplement for such Series of Securities.
We have examined copies of the Corporation's Certificate of
Incorporation and Bylaws, the form of the Agreement filed or incorporated by
reference as an exhibit to the Registration Statement, the forms of Securities
included in the Agreement so filed, and such other agreements, records and
documents as we have deemed necessary for purposes of this opinion. As to
factual matters, we have relied upon statements, certificates and other
assurances of public officials and of officers or other representatives of the
Corporation and upon such other certificates or representations as we deemed
appropriate for purposes of our opinion, which factual matters have not been
independently established or verified by us. We have assumed, without
independent verification, the genuineness of all signatures, the accuracy of
the representations contained in the reviewed documents, the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as copies.
XXXXXX XXXXXX XXXXX & XXXX LLP NEW YORK
SCORS Depositor Inc.
December 23, 2003
Page 2
Based upon such examinations and our consideration of such questions
of law as we have deemed relevant in the circumstances, and subject to the
assumptions, qualifications and limitations set forth herein, we are of the
opinion that when the Securities of a Series have been duly executed,
authenticated and delivered in accordance with the terms of the related
Agreement and issued and delivered against payment therefor as described in
the Registration Statement, the Securities of such Series will be legally and
validly issued, fully paid and nonassessable, and the holders thereof will be
entitled to the benefits of the related Agreement, subject to bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors'
rights generally and to general principles of equity (regardless of whether
enforceability is sought in a proceeding in equity or at law).
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein) and the federal laws of the
United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration
Statement, without admitting that we are "experts" within the meaning of the
1933 Act or the Rules and Regulations of the Commission issued thereunder,
with respect to any part of the Registration Statement, including this
exhibit.
Very truly yours,
/s/ Xxxxxx Xxxxxx Xxxxx & Xxxx LLP
