EXHIBITS 5.1, 8.1 & 23.1 [Letterhead of Thacher Proffitt & Wood LLP]Underwriting Agreement • December 8th, 2005 • Citigroup Mortgage Loan Trust, Series 2005-Cb8, C-Bass Mortgage Loan Asset-Backed Certificates • Asset-backed securities
We have acted as counsel to Citigroup Mortgage Loan Trust Inc. (the “Depositor”) in connection with (i) the Mortgage Loan Purchase Agreement, dated December 6, 2005 (the “Seller Sale Agreement”), between the Depositor and Credit-Based Asset Servicing and Securitization LLC (the “Seller”), (ii) the Pooling and Servicing Agreement, dated as of November 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, the Seller, Litton Loan Servicing LP (the “Servicer”) and JPMorgan Chase Bank, National Association (the “Trustee”), and the certificates issued pursuant thereto designated as Citigroup Mortgage Loan Trust, Series 2005-CB8, C-BASS Mortgage Loan Asset-Backed Certificates ( the “Certificates”), (iii) the Custodial Agreement, dated November 1, 2005 (the “Custodial Agreement”), among the Trustee, the Servicer and The Bank of New York (the “Custodian”), (iv) the Litton Indemnification Agreement, dated December 8, 2005 (the “Litton Indemnification Agreement”), between the Depo
