Exhibits 5.1, 8.1 and 23.1
--------------------------
Xxxxxx Xxxxxx LLP
000 Xxxxxxx Xxx.
New York, New York 10019
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
May 30, 2006
CWALT, Inc.
-----------
4500 Park Granada
Calabasas, California 91302
Re: CWALT, Inc.
Alternative Loan Trust 2006-OA9
Mortgage Pass-Through Certificates,
Series 2006-OA9
-----------------------------------
Ladies and Gentlemen:
We have acted as special counsel for CWALT, 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 May 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 Alternative Loan Trust 2006-OA9 (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. The Class
1-A-1, Class 1-A-2, Class 2-A-1A, Class 2-A-1B, Class 2-A-2, Class 2-A-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class M-10, Class B-1, Class B-2 and Class B-3
Certificates are referred to herein as the "Floating Rate Certificates."
5
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, 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
Floating Rate Certificates to receive payments with respect to Carryover
Shortfall Amounts after the second 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.
6
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
---------------------
SIDLEY AUSTIN LLP
