EXHIBIT 5. 1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
May 30, 2001
Xxxxxxx Xxxxx Xxxxxx Inc.
Seven World Trade Center
New York, New York 10048
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Mortgage Pass-Through Certificates, Series 2001-CPB1
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") and Xxxxxxx Xxxxx Xxxxxx Inc. (the "Underwriter") in
connection with (i) the Mortgage Loan Purchase Agreement, dated May 24, 2001
(the "Mortgage Loan Purchase Agreement"), between CitiMortgage, Inc.
("CitiMortgage") and the Depositor, (ii) the Pooling and Servicing Agreement,
dated as of May 1, 2001 (the "Pooling and Servicing Agreement"), among the
Depositor, CitiMortgage as master servicer (in such capacity, the "Master
Servicer") and as trust administrator (in such capacity, the "Trust
Administrator") and The Bank of New York (the "Trustee") and the certificates
issued pursuant thereto designated as Mortgage Pass-Through Certificates, Series
2001-CPB1 (collectively, the "Certificates"), (iii) the Underwriting Agreement,
dated May 24, 2001 (the "Underwriting Agreement"), between the Depositor and the
Underwriter pursuant to which certain Certificates will be sold (collectively,
the "Underwritten Certificates"), (iv) the Prospectus Supplement, dated May 24,
2001 (the "Prospectus Supplement") and the Prospectus to which it relates, dated
May 24, 2001 (the "Base Prospectus"; together with the Prospectus Supplement,
the "Prospectus"), and (vi) the Private Placement Memorandum, dated May 30, 2001
(the "Private Placement Memorandum"). The Mortgage Loan Purchase 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, 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 the opinions expressed below,
we have assumed (i) the authenticity of all documents submitted to us as
originals 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 the documents to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such documents as so modified or supplemented. In rendering this opinion
letter, 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 contained in any
document or (b) the conformity of the underlying assets and related documents to
the requirements of the agreements to which this opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial and other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties and (iv) public policy
considerations underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions of any
agreement which purport or are construed to provide indemnification with respect
to securities law violations. However, the non-enforceability of any such
provisions 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
considerations referred to in foregoing clause (iv) and 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.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, the laws of
the State of New York and the General Corporation Law of the State of Delaware.
We do not express any opinion with respect to the securities laws of any
jurisdiction or any other matter not specifically addressed in the opinions
expressed below.
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 compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC I
will qualify as a real estate mortgage investment conduit
("REMIC") within the meaning of Sections 860A through 860G
(the "REMIC Provisions") of the Internal Revenue Code of 1986,
the Class R-I Certificates will constitute the sole class of
"residual interests" in REMIC I and the Certificates (other
than the Residual Certificates) will represent ownership of
"regular interests" in REMIC I and will generally be treated
as debt instruments of REMIC I, within the meaning of the
REMIC Provisions in effect on the date hereof. This opinion
confirms and adopts the opinion set forth in the Registration
Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus under the heading "Legal
Opinions" and in the Prospectus Supplement under the heading "Legal Matters" and
to the filing of this opinion letter as an exhibit to any application made by or
on behalf of the Registrant or any dealer in connection with the registration or
qualification of the Certificates under the securities law of any State of the
United States or other jurisdiction, 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 & XXXX