EXHIBIT 5.1, 8.1, 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
February 24, 0000
Xxxx Xxxxx Securities, Inc. Ameriquest Mortgage Company
0000 Xxxx & Xxxxxxx Xxxx 0000 Xxxx & Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxx Fargo Bank, N.A.
Incorporated 0000 Xxx Xxxxxxxxx Xxxx
as Representative of the several Underwriters Xxxxxxxx, XX 00000
Four World Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WHQ1
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Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Company ("Ameriquest"
or the "Seller") and Park Place Securities, Inc. (the"Depositor") in connection
with (i) the Mortgage Loan Purchase Agreement, dated February 22, 2005 (the
"Seller Sale Agreement"), between the Seller and the Depositor, (ii) the Pooling
and Servicing Agreement, dated as of February 1, 2005 (the "Pooling and
Servicing Agreement"), among the Depositor, HomEq Servicing Corporation (the
"Master Servicer") and Xxxxx Fargo Bank, N.A. (the "Trustee"), and the
certificates issued pursuant thereto designated as Asset-Backed Pass-Through
Certificates, Series 2005-WHQ1 (the "Certificates"), (iii) the Underwriting
Agreement, dated February 22, 2005 (the "Underwriting Agreement"), among the
Depositor, Ameriquest and Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated,
as representative (the "Representative") of the several underwriters named
therein (the "Underwriters"), (iv) the Certificate Purchase Agreement, dated
February 24, 2005 (the "Certificate Purchase Agreement") among the Depositor,
Ameriquest and Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated as
representative of the several initial purchasers named therein (the "Initial
Purchaser"), (v) the Indemnification Agreement, dated February 24, 2005 (the
"Indemnification Agreement") among the Depositor, Ameriquest and the Master
Servicer, (vi) the Prospectus Supplement, dated February 22, 2005 (the
"Prospectus Supplement"), and the Prospectus to which it relates, dated February
22, 2005 (the "Base Prospectus"; together with the Prospectus Supplement, the
"Prospectus") and (vii) the Private Placement Memorandum dated February 24, 2005
(the "Private Placement Memorandum"). The Seller Sale Agreement, the Pooling and
Servicing Agreement, the Swap Administration Agreement, the Underwriting
Agreement, the Certificate Purchase Agreement, the Indemnification Agreement and
the Swap Provider 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.
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 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, as amended (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:
1. The statements made in the Base Prospectus and the Prospectus
Supplement under the heading "Federal Income Tax Consequences", to the extent
that those statements constitute matters of law or legal conclusions with
respect thereto, while not purporting to discuss all possible consequences of
investment in the securities to which they relate, 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, REMIC III, REMIC IV and REMIC V will qualify as a REMIC, (ii) the
REMIC I Regular Interests will represent ownership of "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 "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 and the Mezzanine Certificates (exclusive of any
right to receive payments from the Net WAC Rate Carryover Reserve Account or the
Swap Account or the obligation to make payments to the Swap Account), the Class
CE Interest, the Class SWAP-IO Interest and the Class P Interest 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 (v) the Class CE Certificates will represent
ownership of the sole class of "regular interests" in REMIC IV and the Class
R-IV Interest constitute the sole class of "residual interest in REMIC IV, (vi)
the Class P Certificates will represent ownership of the sole class of "regular
interests" in REMIC V and the Class R-V Interest constitute the sole class of
"residual interest in REMIC V.
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
