December 23, 2002 Salomon Smith Barney Inc. 390 Greenwich Street, 4 Floor New York, New York 10013 Opinion: Underwriting Agreement Salomon Brothers Mortgage Securities VII, Inc., Sovereign Bank Mortgage Loan Trust, Series 2002-1 Variable-Rate Mortgage...Underwriting Agreement • December 27th, 2002 • Salomon Brothers Mortgage Securities Vii Inc • Asset-backed securities
We have acted as counsel to Salomon Brothers Mortgage Securities VII, Inc. (the "Depositor") and Salomon Smith Barney Inc. (the "Underwriter") in connection with (i) the Mortgage Loan Purchase Agreement, dated December 20, 2002 (the "Purchase Agreement"), between Sovereign Bank (the "Seller") and the Depositor, (ii) the Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor as depositor, Sovereign Bank as master servicer (the "Master Servicer"), U.S. Bank National Association as trustee (the "Trustee") and Citibank, N.A. as trust administrator (the "Trust Administrator") and the certificates issued pursuant thereto designated as Sovereign Bank Mortgage Loan Trust, Series 2002-1, Variable-Rate Mortgage Pass-Through Certificates (collectively, the "Certificates"), (iii) the Underwriting Agreement, dated December 20, 2002 (the "Underwriting Agreement"), between the Depositor and the Underwriter pursuant to which certain C
