|5 September 2012||Our Ref: ML/jee/O0758-101478|
Home Loan Servicing Solutions, Ltd.
c/o Intertrust Corporate Services (Cayman) Limited (formerly Walkers Corporate Services Limited)
87 Mary Street
Grand Cayman KY1-9005
HOME LOAN SERVICING SOLUTIONS, LTD.
We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration of a secondary public offering of ordinary shares of par value US$0.01 each (the Shares) of Home Loan Servicing Solutions, Ltd. (the Company) under the United States Securities Act of 1933, as amended (the Securities Act), pursuant to the terms of the Registration Statement (as defined in Schedule 1).
For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.
We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.
Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.
|1.||The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and is in good standing with the Registrar of Companies in the Cayman Islands.|
|2.||The Company has full corporate power and authority to execute and deliver the Registration Statement and to perform its obligations under the Registration Statement and the form of Prospectus (as defined in Schedule 1) appended thereto.|
Walker House, 87 Mary Street, George Town
Grand Cayman KY1-9001, Cayman Islands
T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com
|3.||The Shares to be offered by the Company, as contemplated by the Registration Statement and the Prospectus, have been duly authorised by all necessary corporate action of the Company and, upon the issue of the Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Shares have been issued credited as fully paid), delivery and payment therefore by the holder in accordance with the Memorandum and Articles of Association (as defined in Schedule 1), and in the manner contemplated by the Registration Statement, the Prospectus and the Underwriting Agreement (as defined in Schedule 1), the Shares will be validly created, issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).|
The foregoing opinions are given based on the following assumptions.
|1.||The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents are genuine and are those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. The Documents conform in every material respect to the latest drafts of the same produced to us and, where provided in successive drafts, have been marked up to indicate all changes to such Documents. Any Document executed as a deed was executed as a single physical document (whether in counterpart or not) in full and final form.|
|2.||The Memorandum and Articles of Association (as defined in Schedule 1) reviewed by us are the memorandum and articles of association of the Company in force at the date hereof.|
|3.||That the copies of the Company Records (as defined in Schedule 1) of the Company provided to us by the Registered Office are true and correct in all respects and reflect all matters required by law and the Memorandum and Articles of Association to be recorded therein.|
|4.||The accuracy and completeness of all factual representations made in the Registration Statement, the Prospectus, the Underwriting Agreement and all other documents reviewed by us.|
|5.||That the Company will receive consideration in money or moneys worth for each Share when issued at the agreed issue price as per the terms of the Registration Statement and the Prospectus, such price in any event not being less than the stated par or nominal value of each Share.|
|6.||The Shares will be issued credited as fully paid and, at such time, the Company shall have sufficient authorised share capital in order to validly issue such Shares.|
|7.||The Resolutions of the directors of the Company and of the member of the Company each remain in full force and effect and have not been rescinded or amended.|
|8.||Each of the Registration Statement, Prospectus and the Underwriting Agreement will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).|
|9.||The choice of New York law as the governing law of the Underwriting Agreement has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands).|
|10.||The power, authority and legal right of all parties under all relevant laws and regulations (other than the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Underwriting Agreement.|
|11.||All preconditions to the obligations of the parties to the Underwriting Agreement will be satisfied or duly waived prior to the issue and sale of the Shares and there will be no breach of the terms of the Underwriting Agreement.|
|12.||There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect any of the opinions set forth above.|
Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing (as defined in Schedule 1). The term good standing as used herein means that the Company is not currently in breach of its obligations to file the annual return, and pay the annual filing fees, due for the current calendar year, and having regard to any grace periods permitted under the Companies Law.
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person without our prior written consent.
This opinion shall be construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also hereby consent to the reference to this firm in the Prospectus under the heading Legal Matters.
LIST OF DOCUMENTS EXAMINED
|1.||The Certificate of Incorporation dated 1 December 2010, the Amended and Restated Memorandum and Articles of Association as adopted on January 27, 2012 (the Memorandum and Articles of Association), Register of Directors, Register of Officers and Register of Mortgages and Charges, copies of which have been provided to us by its registered office in the Cayman Islands (together the Company Records).|
|2.||A Certificate of Good Standing dated 29 August 2012 in respect of the Company issued by the Registrar of Companies in the Cayman Islands (the Certificate of Good Standing).|
|3.||Copies of the executed written resolutions of the sole Director of the Company dated October 5, 2011 and written resolutions of the Board of Directors of the Company dated 5 September 2012, a copy of executed minutes of a meeting of the Board of Directors of the Company dated October 6, 2011 setting out the resolutions adopted at such meeting, copies of the executed minutes of meetings of the Board of Directors of the Company dated January 30, 2012 and February 7, 2012 and a copy of executed written resolutions of the sole member of the Company dated January 27, 2012 (together, the Resolutions).|
|4.||Copies of the following documents (the Documents):|
the executed Registration Statement on Form S-1 dated August 17, 2012 as amended by the 1st Amendment to the Initial Registration Statement on Form S-1/A dated September 4, 2012, as filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act (together, the Registration Statement);
|(b)||the Prospectus (in the form appended to the Registration Statement) issued by the Company in respect of the issue and sale of ordinary Shares in the capital of the Company (the Prospectus);|
|(c)||a draft copy of the form of Underwriting Agreement (received by email on the date of this opinion) to be entered into between the Company and Wells Fargo Securities, LLC and others as Representatives of the several Underwriters named therein (the Underwriting Agreement); and|
|(d)||such other documents as we have deemed necessary to render the opinions set forth herein.|