EXHIBITS 5.1, 8.1 & 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
December 21, 2004
UBS Securities LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement (Tax)
Mortgage Asset Securitization Transactions, Inc.
MASTR Asset Backed Securities Trust 2004-WMC3
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Ladies and Gentlemen:
We have acted as counsel to UBS Real Estate Securities Inc. (the
"Seller"), Mortgage Asset Securitization Transactions, Inc. (the "Depositor")
and UBS Securities LLC (the "Underwriter") in connection with (i) the Mortgage
Loan Purchase Agreement, dated December 16, 2004 (the "Seller Sale Agreement"),
among the Seller, the Depositor and WMC Mortgage Corp. ("WMC"), (ii) the Pooling
and Servicing Agreement, dated as of December 1, 2004 (the "Pooling and
Servicing Agreement"), among the Depositor, HomEq Servicing Corporation (the
"Servicer") and U.S. Bank National Association (the "Trustee"), and the
certificates issued pursuant thereto designated as Mortgage Pass-Through
Certificates, Series 2004-WMC3 (collectively, the "Certificates"), (iii) the
Indemnification Agreement, dated December 16, 2004 (the "Indemnification
Agreement"), among the Depositor, the Seller, the Underwriter and the Servicer,
(iv) the Underwriting Agreement, dated December 16, 2004 (the "Underwriting
Agreement"), between the Depositor and the Underwriter pursuant to which certain
Certificates were sold (the "Publicly Offered Certificates"), (v) the Purchase
Agreement, dated December 21, 2004 (the "Purchase Agreement"), between the
Depositor and UBS Securities LLC (in such capacity, the "Initial Purchaser"),
(vi) the Prospectus Supplement, dated December 16, 2004 (the "Prospectus
Supplement"), and the Prospectus to which it relates, dated September 30, 2004,
(the "Base Prospectus"; together with the Prospectus Supplement, the
"Prospectus") and (vii) the Private Placement Memorandum, dated December 21,
2004 (the "Private Placement Memorandum"). The Seller Sale Agreement, the
Pooling and Servicing Agreement, the Indemnification Agreement, 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
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.
In rendering this opinion letter, any opinion expressed herein with
respect to the enforceability of any right or obligation is 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) bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, fraudulent conveyance and
transfer, moratorium and other similar laws affecting the rights of creditors or
secured parties, (iii) the effect of certain laws, regulations and judicial and
other decisions upon (a) 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 judicial jurisdiction, venue
or forum and (b) the enforceability of any provision the violation of which
would not have any material adverse effect on the performance by any party of
its obligations under any agreement and (iv) public policy considerations
underlying United States federal 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. However, the non-enforceability of any provisions
referred to in foregoing clause (iii) 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 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.
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 addition, if we indicate herein that any opinion is based on
our
knowledge, our opinion is based solely on the actual present knowledge of
such attorneys after such consultation with such other attorneys in this firm as
they deemed appropriate.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States, including without limitation the Securities Act of 1933, as amended (the
"1933 Act"). 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:
1. The statements made in the Prospectus Supplement under the
heading "Certain 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, (i) each of REMIC I, REMIC II, REMIC
III and REMIC IV will qualify as a REMIC within the meaning of
the Code, (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 and Class M
Certificates (exclusive of any right to receive payments from the
Net WAC Rate Carryover Reserve Account), the Class C Interest and
the Class P Interest 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 C 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,
(v) the Class P Certificates 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 and
(vi) the Class R Certificates will evidence ownership of the
Class R-I Interest and the Class R-II Interest, and the Class R-X
Certificates will evidence ownership of the Class R-III Interest
and the Class R-IV Interest.
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,
By: /s/ XXXXXXX XXXXXXXX & WOOD LLP
