EXHIBIT 5.1, EXHIBIT 23.1
[Letterhead of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP]
February 5, 2004
Argent Securities Inc. Ameriquest Mortgage Company
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Deutsche Bank National Trust Company Deutsche Bank Securities Inc.
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Opinion: Underwriting Agreement
Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2004-W1
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Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Company ("Ameriquest"
or the "Seller") and Argent Securities Inc. (the "Depositor") in connection with
(i) the Mortgage Loan Purchase Agreement, dated February 3, 2004 (the "Mortgage
Loan Purchase Agreement"), between Ameriquest and the Depositor, (ii) the
Pooling and Servicing Agreement, dated as of February 1, 2004 (the "Pooling and
Servicing Agreement"), among the Depositor, Ameriquest and Deutsche Bank
National Trust Company (the "Trustee"), and the certificates issued pursuant
thereto designated as Asset-Backed Pass-Through Certificates, Series 2004-W1
(collectively, the "Certificates"), (iii) the Underwriting Agreement, dated
February 3, 2004 (the "Underwriting Agreement"), among the Seller, the Depositor
and UBS Securities LLC (the "Underwriter") pursuant to which certain
Certificates were sold (collectively, the "Underwritten Certificates"), (iv) the
Indemnification Agreement, dated February 3, 2004 (the "Indemnification
Agreement"), between the Depositor and Ameriquest, (v) the Insurance and
Indemnity Agreement, dated February 1, 2004 (the "Insurance and Indemnity
Agreement") among Ameriquest, the Depositor and Financial Security Assurance
Corp. (the "Certificate Insurer" or "FSA"), (vi) the Indemnification Agreement,
dated February 5, 2004 (the "FSA Indemnification Agreement"), among Ameriquest,
the Depositor, the Underwriter, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and FSA, (vii)
the Premium Letter, dated February 5, 2004 (the "Premium Letter"), among
Ameriquest, the Depositor and the Certificate Insurer, (viii) the Purchase
Agreement, dated February 5, 2004 (the "Purchase Agreement"), among the Seller,
the Depositor and UBS Securities LLC (in such capacity, the "Initial Purchaser")
pursuant to which a portion of
Argent Securities Inc., Series 2004-W1
February 5, 2004
the Class M-7 Certificates were sold (the "Private Class M-7 Certificates"),
(ix) the Prospectus Supplement, dated February 3, 2004 (the "Prospectus
Supplement"), and the Prospectus to which it relates, dated February 3, 2004
(the "Base Prospectus"; together with the Prospectus Supplement, the
"Prospectus) and (x) the Private Placement Memorandum, dated February 5, 2004
(the "Class M-7 Private Placement Memorandum). The Mortgage Loan Purchase
Agreement, the Pooling and Servicing Agreement, the Underwriting Agreement, the
Indemnification Agreement, the Insurance and Indemnity Agreement, the FSA
Indemnification Agreement, the Premium Letter 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, 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 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, 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.
The opinions expressed below with respect to the enforceability of any
right or obligation under any agreement are 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) the effect of certain laws, regulations and judicial and other decisions
upon 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 venue or forum, to confer subject matter
jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not have
subject matter jurisdiction, to waive the right to jury trial, to impose a
penalty or forfeiture, to release, exculpate or exempt a party from, to require
indemnification of a party for, liability for its own action or inaction to the
extent that the action or inaction includes negligence, recklessness or willful
or unlawful conduct, to sever any provision of any agreement, to restrict
Argent Securities Inc., Series 2004-W1
February 5, 2004
access to legal or equitable remedies, to establish evidentiary standards, to
appoint any person or entity as the attorney-in-fact of any other person or
entity, to require that any agreement may only be amended, modified or waived in
writing, to provide that all rights or remedies of any party are cumulative and
may be enforced in addition to any other right or remedy, to provide that the
election of a particular remedy does not preclude recourse to one or more
remedies, to provide that the failure to exercise or the delay in exercising
rights or remedies will not operate as a waiver of any such rights or remedies,
to waive rights or remedies which can not be waived as a matter of law, to
provide for set-off unless there is mutuality between the parties or to provide
that any agreement is to be governed by or construed in accordance with the laws
of any jurisdiction other than the State of New York, (iii) bankruptcy,
insolvency, receivership, reorganization, liquidation, voidable preference,
fraudulent conveyance and transfer, moratorium and other similar laws affecting
the rights of creditors or secured parties and (iv) public policy considerations
underlying the 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. We do not express any opinion herein with respect to any law the
violation of which would not have any material adverse effect on the ability of
any party to perform its obligations under any agreement. However, the
non-enforceability of any such provisions 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 considerations referred to in foregoing clause
(iv) and 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. Wherever we indicate that our
opinion with respect to the existence or absence of facts is based on our
knowledge, our opinion is based solely on the actual present knowledge of the
attorneys in this firm who are directly involved in the representation of
parties to the transactions described herein in connection therewith. In that
regard we have conducted no special or independent investigation of factual
matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States including
without limitation the Securities Act of 1933, as amended (the "1933 Act") and
Sections 860A through 860G (the "REMIC Provisions") of the Internal Revenue Code
of 1986 (the "Code") applicable to a real estate mortgage investment conduit
("REMIC") and applicable regulations thereunder and current judicial and
administrative authority with respect thereto and the laws of the State of New
York. 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 laws of any jurisdiction.
Based upon and subject to the foregoing, it is our opinion that:
Argent Securities Inc., Series 2004-W1
February 5, 2004
1. The Pooling and Servicing Agreement, assuming the necessary
authorization, execution and delivery thereof by the parties
thereto, will be a valid and legally binding agreement under
the laws of the State of New York, enforceable thereunder
against the parties thereto in accordance with its terms.
2. The Certificates, assuming the authorization, execution and
delivery of the related Pooling and Servicing Agreement, the
execution and authentication of such Certificates in
accordance with that Pooling and Servicing Agreement and the
delivery thereof and payment therefor as contemplated in the
Registration Statement and in the prospectus and prospectus
supplement delivered in connection with such Certificates,
will be legally and validly issued and outstanding, fully paid
and non- assessable and entitled to the benefits of that
Pooling and Servicing Agreement.
3. 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, each of REMIC I,
REMIC II, REMIC III and REMIC IV will qualify as a REMIC
within the meaning of the Code. 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. Each class of Offered Certificates (exclusive of any
right to receive payments from the Net WAC Rate Carryover
Reserve Account and the Cap Contracts), the Class CE
Interests and the Class P Interests 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
certificates" in REMIC II. The Class CE Certificates will
represent ownership of the "regular interests" in REMIC III,
and the Class R-III Interest will constitute the sole class
of "residual interests" in REMIC III. The Class P
Certificates will represent ownership of the "regular
interests" in REMIC IV, and the Class R-IV Interest will
constitute the sole class of the "regular interests" in
REMIC IV. The Class R Certificates will represent ownership
of the Class R-I Interest and the Class R-II Interest. The
Class R-X Certificates will represent ownership of the Class
R-III Interest and the Class R-IV Interest.
Argent Securities Inc., Series 2004-W1
February 5, 2004
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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
