EXHIBIT 5.1, 8.1, 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
September 3, 2004
Citigroup Global Markets Inc., as Representative of the
several Underwriters
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2004-WCW2
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Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Company ("Ameriquest"
or the "Seller") and Park Place Securities, Inc. (the "Depositor") in connection
with (i) the Mortgage Loan Purchase Agreement, dated August 31, 2004 (the
"Seller Sale Agreement"), between the Seller and the Depositor, (ii) the Pooling
and Servicing Agreement, dated as of September 1, 2004 (the "Pooling and
Servicing Agreement"), among the Depositor, Countrywide Home Loans Servicing LP
(the "Master Servicer") and Xxxxx Fargo Bank, N.A. (the "Trustee"), and the
certificates issued pursuant thereto designated as Asset-Backed Pass-Through
Certificates, Series 2004-WCW2 (the "Certificates"), (iii) the Underwriting
Agreement, dated August 31, 2004 (the "Underwriting Agreement"), among the
Depositor, Ameriquest and Citigroup Global Markets Inc., as representative of
the several underwriters (collectively, the "Underwriters"), (iv) the
Certificate Purchase Agreement, dated August 31, 2004 (the "Certificate Purchase
Agreement"), among the Depositor, Ameriquest and Citigroup Global Markets Inc.
(the "Initial Purchaser"), (v) the Insurance and Indemnity Agreement, dated as
of September 3, 2004 (the "Insurance and Indemnity Agreement"), among
Ameriquest, the Depositor, the Master Servicer and XL Capital Assurance Inc.
(the "Certificate Insurer" or "XL"), (vi) the Indemnification Agreement, dated
August 31, 2004 (the "Indemnification Agreement"), among the Seller, the
Depositor, the Master Servicer, the Underwriters and the Certificate Insurer,
(vii) the Premium Letter, dated September 3, 2004 (the "Premium Letter"), among
Ameriquest, the Depositor, the Trustee and the Certificate Insurer, (viii) the
Prospectus Supplement, dated August 31, 2004 (the "Prospectus Supplement"), and
the Prospectus to which it relates, dated August 31, 2004 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus") and (ix)
the Private Placement Memorandum, dated September 3, 2004 (the "Private
Placement Memorandum"). The Seller Sale Agreement, the Pooling and Servicing
Agreement, the Underwriting Agreement, the Certificate Purchase Agreement, the
Insurance and Indemnity Agreement and the Indemnification 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 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.
The opinions expressed 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
dealing 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 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 venue or forum, to confer subject matter
jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not have
subject matter jurisdiction, to waive the right to jury trial, to impose a
penalty or forfeiture, to release, exculpate or exempt a party from, to require
indemnification of a party for, liability for its own action or inaction to the
extent that the action or inaction includes negligence, recklessness or willful
or unlawful conduct, to sever any provision of any agreement, to restrict access
to legal or equitable remedies, to establish evidentiary standards, to appoint
any person or entity as the attorney-in-fact of any other person or entity, to
require that any agreement may only be amended, modified or waived in writing,
to provide that all rights or remedies of any party are cumulative and may be
enforced in addition to any other right or remedy, to provide that the election
of a particular remedy does not preclude recourse to one or more remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of any such rights or remedies, to waive
rights or remedies which can not be waived as a matter of law, to provide for
set-off unless there is mutuality between the parties or to provide that any
agreement is to be governed by or construed in accordance with the laws of any
jurisdiction other than the State of New York, (iii) bankruptcy, insolvency,
receivership, reorganization, liquidation, voidable preference, 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 any provision of any agreement which purports or is
construed to provide
indemnification with respect to securities law violations. We do not express any
opinion herein with respect to any law the violation of which would not have any
material adverse effect on the ability of any party to perform its obligations
under any agreement. 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.
Wherever we indicate that our opinion with respect to the existence or absence
of facts is based on our knowledge, our opinion is based solely on the actual
present knowledge of the attorneys in this firm who are directly involved in the
representation of parties to the transactions described herein in connection
therewith. In that regard we have conducted no special or independent
investigation of factual matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than 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, as amended (the "Code") applicable to a real estate mortgage investment
conduit ("REMIC") and applicable regulations thereunder and current judicial and
administrative authority with respect thereto and the laws of the State of New
York. 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 laws of any jurisdiction.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the necessary
authorization, execution and delivery thereof by the parties
thereto, will be a valid and legally binding agreement under
the laws of the State of New York, enforceable thereunder
against the parties thereto in accordance with its terms.
2. The Certificates, assuming the authorization, execution and
delivery of the related Pooling and Servicing Agreement, the
execution and authentication of such Certificates in
accordance with that Pooling and Servicing Agreement and the
delivery thereof and payment therefor as contemplated in the
Registration Statement and in the prospectus and prospectus
supplement delivered in connection with such Certificates,
will be legally and validly issued and outstanding, fully paid
and non- assessable and entitled to the benefits of that
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,
REMIC II, REMIC III and REMIC IV will qualify as a REMIC, (ii)
the REMIC I Regular Interests will represent ownership of the
"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 Interest and the Class P Interest (exclusive of the
rights to receive any Master Servicer Prepayment Charge
Payment Amounts) 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,
(iv) the Class CE Certificates will represent ownership of
"regular interests" in REMIC III and will generally be treated
as debt instruments of REMIC III, and the Class R-III Interest
will constitute the sole class of "residual interests" in
REMIC III and (v) the Class P Certificates (exclusive of the
rights to receive any Master Servicer Prepayment Charge
Payment Amounts) will represent ownership of "regular
interests" in REMIC IV and will generally be treated as debt
instruments of REMIC IV, and the Class R-IV Interest will
constitute the sole class of "residual interests" in REMIC IV.
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
"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 & XXXX LLP
