EXHIBITS 5.1, 8.1 & 23.1 [Letterhead of Thacher Proffitt & Wood LLP]
EXHIBITS 5.1, 8.1 & 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
September 29, 2005
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Greenwich Capital Markets, Inc. |
Friedman, Billings, Xxxxxx & Co. |
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Citigroup Global Markets Inc. |
Banc of America Securities 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
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Xxxxxxxx Capital Group, L.P. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 |
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Opinion: Underwriting Agreement
Renaissance Home Equity Loan Trust 2005-3
Home Equity Loan Asset Backed Notes, Series 2005-3
Ladies and Gentlemen:
We have acted as counsel to Delta Funding Corporation (the “Originator”), Renaissance REIT Investment Corp. (the “Seller”), Renaissance Mortgage Acceptance Corp. (the “Depositor”) and Renaissance Home Equity Loan Trust 2005-3 (the “Issuer”) in connection with (i) the Amended and Restated Master Contribution Agreement, dated April 1, 2005 (the “Originator Contribution Agreement”), between the Originator and the Seller, (ii) the Mortgage Loan Sale and Contribution Agreement, dated September 29, 2005 (the “Seller Sale Agreement”), among the Seller, the Depositor and the Originator, (iii) the Amended and Restated Trust Agreement, dated as of September 29, 2005 (the “Trust Agreement” and the “Depositor Sale Agreement” ), among the Depositor, Wilmington Trust Company as owner trustee of the Issuer and Xxxxx Fargo Bank, N.A. as the Certificate Registrar and Certificate Paying Agent, and the trust certificates (the “Trust Certificates”) issued pursuant thereto, (iv) the Servicing Agreement, dated as of September 29, 2005 (the “Servicing Agreement”), among Xxxxx Fargo Bank, N.A. (in such capacity, the “Master Servicer”) and Securities Administrator, Ocwen Loan Servicing, LLC, the Issuer and HSBC Bank USA, National Association (the “Indenture Trustee”), (v) the Indenture, dated as of September 29, 2005 (the “Indenture”), among the Issuer, Xxxxx Fargo Bank, N.A. as Securities Administrator and the Indenture Trustee, and the Home Equity Loan Asset Backed Notes, Series 2005-3 (the “Notes”) issued pursuant thereto, (vi) the Underwriting Agreement, dated September 26, 2005 (the “Underwriting Agreement”), among the Depositor, the Originator and Citigroup Global Markets Inc. (“CGM”), Greenwich Capital Markets, Inc., Friedman, Billings, Xxxxxx & Co., Inc., Banc of America Securities and Xxxxxxxx Capital Group, L.P. (collectively, the “Underwriters”), (vii) the Purchase Agreement, dated September 29, 2005 (the “Purchase Agreement”) among the Depositor, the Originator and CGM
(in such capacity, the “Initial Purchaser”), (viii) the Prospectus Supplement, dated September 26, 2005 (the “Prospectus Supplement”), and the Prospectus to which it relates, dated September 26, 2005 (the “Base Prospectus” together with the Prospectus Supplement, the “Prospectus”) and (ix) the Private Placement Memorandum, dated September 29, 2005 (the “Private Placement Memorandum”). The Seller Sale Agreement, the Trust Agreement, the Servicing Agreement, the Indenture, the Underwriting Agreement and the 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 and that renders any opinion expressed below inconsistent with that document as so modified or supplemented. In rendering this opinion letter, except for any matters that are 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.
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, after such consultation with such other attorneys in this firm as they deemed appropriate, 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 of 1986, as amended (the “Code”) and 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.
Based upon and subject to the foregoing, it is our opinion that:
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Each of the Agreements to which the Originator, the Seller, the Depositor or the Issuer is a party is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder in accordance with its terms against that party. |
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The Notes, assuming the necessary power and authority therefor, authorization, execution, authentication and delivery thereof and payment therefor in accordance with the applicable Agreements, are valid and legally binding obligations under the laws of the State of New York, enforceable thereunder in accordance with their terms against the Issuer. |
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The statements made in the Base Prospectus and the Prospectus Supplement under the heading “Federal Income Tax Consequences”, to the extent that those statements constitute matters of law or legal conclusions with respect thereto, while not purporting to discuss all possible consequences of investment in the securities to which they relate, are correct in all material respects with respect to those consequences or matters that are discussed therein. |
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Under current United States federal income tax law as of September 29, 2005, based upon certain financial calculations prepared at the request of the Underwriters concerning the projected payments on the Notes and assuming the accuracy of and compliance with the factual representations, covenants and other provisions of the Agreements without any waiver or modification thereof, although there are no regulations, rulings or judicial precedents addressing the characterization for federal income tax purposes of securities having terms substantially the same as those of the Notes, for federal income tax purposes the Notes will be classified as debt instruments. |
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.
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Very truly yours, | |||||||
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By: |
/s/ XXXXXXX XXXXXXXX & WOOD LLP | ||||||
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