EXHIBIT 5.1, 8.1, 23.1
EXHIBIT 5.1
EXHIBIT 8.1
EXHIBIT 23.1
[LETTERHEAD OF XXXXXXX XXXXXXXX & XXXX LLP]
May 10, 2005
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Citigroup Mortgage Loan Trust Inc.
Citigroup Mortgage Loan Trust, Series 2005-HE1
Asset-Backed Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as counsel to Citigroup Global Markets Realty Corp. (the
"Seller"), Citigroup Mortgage Loan Trust Inc. (the "Depositor") and Citigroup
Global Markets Inc. (the "Underwriter" and the "Initial Purchaser", as
applicable) in connection with (i) the Assignment and Recognition Agreement,
dated May 10, 2005, among the Seller, the Depositor and Ameriquest Mortgage
Company, the Assignment and Recognition Agreement, dated May 10, 2005, among the
Seller, the Depositor and Residential Mortgage Assistance Enterprise, LLC, the
Assignment and Recognition Agreement, dated May 10, 2005, among the Seller, the
Depositor and MortgageIT, Inc., and the Assignment and Recognition Agreement,
dated May 10, 2005, among the Seller, the Depositor and WMC Mortgage Corp. (each
a "Seller Sale Agreement"), (ii) the Pooling and Servicing Agreement, dated as
of May 1, 2005 (the "Pooling and Servicing Agreement"), among the Depositor,
CitiMortgage, Inc. as master servicer and trust administrator (the "Master
Servicer"), Citibank, N.A. as paying agent, certificate registrar and
authenticating agent and U.S. Bank National Association (the "Trustee"), and the
certificates issued pursuant thereto designated as Asset-Backed Pass-Through
Certificates, Series 2005-HE1 (the "Certificates"), (iii) the Assignment,
Assumption and Recognition Agreement, dated May 10, 2005 (the "AAR Agreement")
among the Seller, the Trustee, and Countrywide Home Loans Servicing, L.P., (iv)
the Underwriting Agreement, dated May 6, 2005 (the "Underwriting Agreement"),
between the Depositor and the Underwriter, (v) the Certificate Purchase
Agreement, dated May 10, 2005 (the "Certificate Purchase Agreement"), between
the Depositor and the Initial Purchaser, (vi) the Prospectus Supplement, dated
May 6, 2005 (the "Prospectus Supplement"), and the Prospectus to which it
relates, dated May 3, 2005 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus") and (vii) the Private Placement Memorandum dated
May 10, 2005 (the "Private Placement Memorandum"). The Seller Sale Agreements,
the Pooling and Servicing Agreement, the Underwriting Agreement and the
Certificate Purchase Agreement are collectively referred to herein as the
"Agreements." Capitalized terms not defined herein have the meanings assigned to
them in the Agreements.
In rendering this opinion letter, as to relevant factual matters we
have examined the documents described above and such other documents as we have
deemed necessary including, where we have deemed appropriate, representations or
certifications of officers of parties thereto or public officials. In rendering
this opinion letter, except for the matters that are specifically addressed in
any opinion expressed below, we have assumed (i) the authenticity of all
documents submitted to us as originals or as copies thereof, and the conformity
to the originals of all documents submitted to us as copies, (ii) the necessary
entity formation and continuing existence in the jurisdiction of formation, and
the necessary licensing and qualification in all jurisdictions, of all parties
to all documents, (iii) the necessary entity authorization, execution,
authentication, payment, delivery and enforceability (as limited by bankruptcy
and other insolvency laws) of and under all documents, and the necessary entity
power and authority with respect thereto, and (iv) that there is not any other
agreement that modifies or supplements the agreements expressed in any document
to which this opinion letter relates in a manner that affects the correctness of
any opinion. In rendering this opinion letter, except for any matter that is
specifically addressed in any opinion expressed below, we have made no inquiry,
have conducted no investigation and assume no responsibility with respect to (a)
the accuracy of and compliance by the parties thereto with the representations,
warranties and covenants as to factual matters contained in any document or (b)
the conformity of the underlying assets and related documents to the
requirements of any agreement to which this opinion letter relates. Each
assumption herein is made and relied upon with your permission and without
independent investigation.
In rendering this opinion letter, each opinion expressed and assumption
relied upon herein with respect to the enforceability of any right or obligation
is subject to (i) general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance and injunctive relief, regardless of
whether considered in a proceeding in equity or at law, (ii) bankruptcy,
insolvency, receivership, reorganization, liquidation, voidable preference,
fraudulent conveyance and transfer, moratorium and other similar laws affecting
the rights of creditors or secured parties, (iii) the effect of certain laws,
regulations and judicial and other decisions upon (a) the availability and
enforceability of certain remedies, including the remedies of specific
performance and self-help, and provisions purporting to waive the obligation of
good faith, materiality, fair dealing, diligence, reasonableness or objection to
judicial jurisdiction, venue or forum and (b) the enforceability of any
provision the violation of which would not have any material adverse effect on
the performance by any party of its obligations under any agreement and (iv)
public policy considerations underlying United States federal securities laws,
to the extent that such public policy considerations limit the enforceability of
any provision of any agreement which purports or is construed to provide
indemnification with respect to securities law violations. However, the
non-enforceability of any provisions referred to in foregoing clause (iii) will
not, taken as a whole, materially interfere with the practical realization of
the benefits of the rights and remedies included in any such agreement which is
the subject of any opinion expressed below, except for the consequences of any
judicial, administrative, procedural or other delay which may be imposed by,
relate to or arise from applicable laws, equitable principles and
interpretations thereof.
We have conducted no independent investigation with respect to the
facts relied upon in rendering this opinion letter. We also note that we do not
represent any of the parties to the transactions to which this opinion letter
relates or any of their affiliates in connection with matters other than certain
transactions. This opinion letter is therefore based solely upon our review of
the documents referred to herein. However, the attorneys in this firm who are
directly involved in the representation of parties to the transactions to which
this opinion letter relates have no actual present knowledge of the inaccuracy
of any fact relied upon in rendering this opinion letter. In addition, if we
indicate herein that any opinion is based on our knowledge, our opinion is based
solely on such actual present knowledge of such attorneys.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States including without limitation the Securities Act of 1933, as amended (the
"1933 Act") and Sections 860A through 860G (the "REMIC Provisions") of the
Internal Revenue Code of 1986 (the "Code") applicable to a real estate mortgage
investment conduit ("REMIC") and applicable regulations thereunder and current
judicial and administrative authority with respect thereto. We do not express
any opinion herein with respect to any matter not specifically addressed in the
opinions expressed below, including without limitation (i) any statute,
regulation or provision of law of any county, municipality or other political
subdivision or any agency or instrumentality thereof or (ii) the securities or
tax laws of any jurisdiction.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the authorization,
execution and delivery thereof by the parties thereto, constitutes a valid and
legally binding agreement under the laws of the State of New York, enforceable
thereunder against the Depositor in accordance with its terms.
2. The Certificates, assuming the execution, authentication and
delivery in accordance with the Pooling and Servicing Agreement and the delivery
thereof and payment therefor in accordance with the Underwriting Agreement, are
validly issued and outstanding and are entitled to the benefits of the Pooling
and Servicing Agreement.
3. Assuming the accuracy of and compliance with the factual
representations, covenants and other provisions of the Agreements without any
waiver or modification thereof, for United States federal income tax purposes,
within the meaning of the Code in effect on the date hereof, (i) each of REMIC I
and REMIC II will qualify as a REMIC, (ii) the REMIC I Regular Interests will
represent ownership of "regular interests" in REMIC I, and the Class R-I
Interest will constitute the sole class of "residual interests" in REMIC I,
(iii) each class of Class A Certificates and Mezzanine Certificates (exclusive
of any right to receive payments from the Net WAC Rate Carryover Reserve
Account), the Class CE Certificates and the Class P Certificates will represent
ownership of "regular interests" in REMIC II and will generally be treated as
debt instruments of REMIC II, and the Class R-II Interest will constitute the
sole class of "residual interests" in REMIC II and (iv) the Class R Certificates
will constitute ownership of the Class R-I Interest and the Class R-II Interest.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Certain Federal Income Tax Consequences" and "Legal Matters", without admitting
that we are "persons" within the meaning of Section 7(a) or 11 (a)(4) of the
1933 Act, or "experts" within the meaning of Section 11 thereof, with respect to
any portion of the Registration Statement.
Very truly yours,
/s/ XXXXXXX XXXXXXXX & WOOD LLP
