March 5, 2004
Homestar Mortgage Acceptance Corp. Home Star Mortgage Services LLC
W. 000 Xxxxxxx Xxxx X. 000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
Citigroup Global Markets Inc. HSBC Bank USA
000 Xxxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, National Association Standard & Poor's, A Division of The
0000 Xxx Xxxxxxxxx Xxxx XxXxxx-Xxxx Companies, Inc.
Xxxxxxxx, Xxxxxxxx 00000 00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement (Tax)
Homestar Mortgage Acceptance Corp.
Asset-Backed Pass-Through Certificates, Series 2004-1
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Ladies and Gentlemen:
We have acted as counsel to Home Star Mortgage Services LLC (the
"Seller") and Homestar Mortgage Acceptance Corp.(the "Depositor") in connection
with (i) the Mortgage Loan Purchase Agreement, dated as of March 1, 2004 (the
"Seller Sale Agreement"), between the Seller and the Depositor, (ii) the Pooling
and Servicing Agreement, dated as of March 1, 2004 (the "Pooling and Servicing
Agreement"), among the Depositor, Xxxxx Fargo Bank, National Association (the
"Master Servicer") and HSBC Bank USA (the "Trustee"), and the certificates
issued pursuant thereto designated as Asset-Backed Pass-Through Certificates,
Series 2004-1 (collectively, the "Certificates"), (iii) the Underwriting
Agreement, dated March 4, 2004 (the "Underwriting Agreement"), among the Seller,
the Depositor, and Citigroup Global Markets Inc. (the "Underwriter") pursuant to
which certain Certificates were sold (the "Publicly Offered Securities"), (iv)
the Custodial Agreement, dated March 5, 2004 (the "Custodial Agreement"), among
the Depositor, the Trustee and Xxxxx Fargo Bank, National Association as Master
Servicer and custodian, and (v) the Prospectus Supplement, dated March 4, 2004
(the "Prospectus Supplement") and the Base Prospectus to which it relates, dated
March 4, 2004 (the "Base Prospectus"; together with the Prospectus Supplement,
the "Prospectus"). The Seller Sale Agreement, the Pooling and Servicing
Agreement and the Underwriting 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,
Homestar Mortgage Acceptance Corp., Series 2004-1 Page 2
March 5, 2004
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 the opinions expressed below,
with your permission we have assumed, and are relying thereon without
independent investigation (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 authorization, execution, delivery and
enforceability of all documents, and the necessary entity power 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 and that renders any of the opinions expressed below inconsistent
with such document as so modified or supplemented. In rendering this opinion
letter, except for the matters that are specifically addressed in the opinions
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.
This opinion letter is based upon our review of the documents referred
to herein. We have conducted no independent investigation with respect to the
facts contained in such documents and 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. 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 rendering this opinion letter, we do not express any opinion
concerning any law other than the federal income tax laws of the United States,
including without limitation the Internal Revenue Code (the "Code") applicable
to a real estate mortgage investment conduit ("REMIC"). 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.
The tax opinions set forth below are based upon the existing provisions
of applicable law and regulations issued or proposed thereunder, published
rulings and releases of applicable agencies or other governmental bodies and
existing case law, any of which or the effect of any of which could change at
any time. Any such changes may be retroactive in application and could modify
the legal conclusions upon which such opinions are based. The opinions expressed
herein are limited as described below, and we do not express any opinion on any
other legal or income tax aspect of the transactions contemplated by the
documents relating to the transaction.
Based upon and subject to the foregoing, it is our opinion that:
Homestar Mortgage Acceptance Corp., Series 2004-1 Page 3
March 5, 2004
1. The statements made in the Prospectus Supplement under the
heading "Federal Income Tax Consequences", to the extent that
they constitute matters of law or legal conclusions with
respect thereto, while not purporting to discuss all possible
consequences of investment in the Certificates offered
thereby, are correct in all material respects with respect to
those consequences or matters that are discussed therein.
2. 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, each of REMIC I and
REMIC II will qualify as a REMIC within the meaning of the
Code, the REMIC I Regular Interests will represent ownership
of the "regular interests" in REMIC I, and the Class R-1
Interest will constitute the sole class of "residual
interests" in REMIC I. Each class of Publicly Offered
Securities, the Class C 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.
Homestar Mortgage Acceptance Corp., Series 2004-1 Page 4
March 5, 2004
This opinion letter is rendered for the sole benefit of each addressee
hereof with respect to the matters specifically addressed herein, and no other
person or entity is entitled to rely hereon. Copies of this opinion letter may
not be made available, and this opinion letter may not be quoted or referred to
in any other document made available, to any other person or entity except (i)
to any applicable rating agency, institution providing credit enhancement or
liquidity support or governmental authority, (ii) to any accountant or attorney
for any person or entity entitled hereunder to rely hereon or to whom or which
this opinion letter may be made available as provided herein, (iii) in
connection with a due diligence inquiry by or with respect to any addressee that
is identified in the first paragraph hereof as a person or entity for which we
have acted as counsel in rendering this opinion letter, (iv) in order to comply
with any subpoena, order, regulation, ruling or request of any judicial,
administrative, governmental, supervisory or legislative body or committee or
any self-regulatory body (including any securities or commodities exchange or
the National Association of Securities Dealers, Inc.), (v) to any and all
persons, without limitation, in connection with the disclosure of the tax
treatment and tax structure of the transaction (as defined in Treasury
regulation section 1.6011-4) and (vi) as otherwise required by law; provided
that none of the foregoing is entitled to rely hereon unless an addressee
hereof. We assume no obligation to revise, supplement or withdraw this opinion
letter, or otherwise inform any addressee hereof or other person or entity, with
respect to any change occurring subsequent to the delivery hereof in any
applicable fact or law or any judicial or administrative interpretation thereof,
even though such change may affect a legal analysis or conclusion contained
herein. In addition, no attorney-client relationship exists or has existed by
reason of this opinion letter between our firm and any addressee hereof or other
person or entity except for any addressee that is identified in the first
paragraph hereof as a person or entity for which we have acted as counsel in
rendering this opinion letter. In permitting reliance hereon by any person or
entity other than such an addressee for which we have acted as counsel, we are
not acting as counsel for such other person or entity and have not assumed and
are not assuming any responsibility to advise such other person or entity with
respect to the adequacy of this opinion letter for its purposes.
Very truly yours,
/s/ Xxxxxxx Xxxxxxxx & Xxxx LLP
