EXHIBIT 5.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
June 29, 2004
Citigroup Global Markets Inc.,
as representative of the several underwriters
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement (Tax)
Citigroup Mortgage Loan Trust Inc.,
Mortgage Pass-Through Certificates, Series 2004-NCM1
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Ladies and Gentlemen:
We have acted as counsel to Citigroup Mortgage Loan Trust Inc. (the
"Depositor") and Citigroup Global Markets Inc. (the "Underwriter") in connection
with (i) the Mortgage Loan Purchase Agreement, dated June 28, 2004 (the "Seller
Sale Agreement"), between the Depositor and National City Mortgage Co. (the
"Seller"), (ii) the Pooling and Servicing Agreement, dated as of June 1, 2004
(the "Pooling and Servicing Agreement"), among the Depositor, National City
Mortgage Co. (the "Master Servicer") and U.S. Bank National Association (the
"Trustee"), and the certificates issued pursuant thereto designated as Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2004-NCM1
(the "Certificates"), (iii) the Underwriting Agreement, dated June 28, 2004 (the
"Underwriting Agreement"), between the Depositor and the Underwriter, (iv) the
Certificate Purchase Agreement, dated June 29, 2004 (the "Certificate Purchase
Agreement"), between the Depositor and Citigroup Global Markets Inc. (the
"Initial Purchaser"), (v) the Indemnification Agreement, dated June 28, 2004
(the "Indemnification Agreement"), between the Seller and the Depositor, (vi)
the Prospectus Supplement, dated June 28, 2004 (the "Prospectus Supplement"),
and the Prospectus to which it relates, dated February 9, 2004 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus") and
(vii) the Private Placement Memorandum, dated June 29, 2004 (the "Memorandum").
The Seller Sale Agreement, the Pooling and Servicing Agreement, the Underwriting
Agreement, the Certificate Purchase 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.
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 of 1986, as amended (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:
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, (i) each of
REMIC I, REMIC II and REMIC III 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) the REMIC II Regular
Interests will represent ownership of the "regular interests"
in REMIC II, and the Class R-II Interest will constitute the
sole class of "residual interests" in REMIC II, (iv) each
class of the Class A Certificates, Class XS Certificates,
Class PO Certificates and Class B 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 (iv) the Class R
Certificates will evidence ownership of the Class R-I
Interest, Class P-II Interest and Class R-III 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,
/s/ Xxxxxxx Xxxxxxxx & Xxxx LLP
