Exhibits 5.1 and 8.1
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XXXXXX XXXXXX XXXXX & XXXX LLP
One World Trade Center
New York, New York 10048
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
August 30, 2001
CWMBS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: CWMBS, Inc.
Alternative Loan Trust 2001-9
Mortgage Pass-Through Certificates,
Series 2001-18
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Ladies and Gentlemen:
We have acted as special counsel for CWMBS, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of the Mortgage
Pass-Through Certificates of the above-referenced Series (the "Certificates")
pursuant to a Pooling and Servicing Agreement dated as of August 1, 2001 (the
"Pooling and Servicing Agreement"), among the Company, as depositor,
Countrywide Home Loans, Inc., as seller and master servicer (the "Seller and
Master Servicer"), and The Bank of New York, as trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership
interest in Alternative Loan Trust 2001-9 (the "Trust Fund"). The assets of
the Trust Fund will consist primarily of a pool of conventional fixed-rate
mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties. Capitalized terms not otherwise defined
herein have the meanings ascribed to such terms in the Pooling and Servicing
Agreement.
We have examined such documents and records and made such
investigations of such matters of law as we have deemed appropriate as a basis
for the opinions expressed below. Further, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized, executed
and delivered by the Company and the Seller and Master Servicer and,
assuming due authorization, execution
and delivery by the Trustee, constitutes a valid, legal and binding
agreement of the Company and the Seller and Master Servicer, enforceable
against the Company and the Seller and Master Servicer in accordance with
its terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally and to general principles of equity regardless of whether
enforcement is sought in a proceeding in equity or at law.
2. Assuming that the Certificates have been duly executed and countersigned
by the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. The Master REMIC and the Subsidiary REMIC as described in the Pooling and
Servicing Agreement and the Prospectus Supplement will each qualify as a
"real estate mortgage investment conduit" ("REMIC") within the meaning of
Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"), assuming: (i) an election is made to treat the assets of the
Master REMIC as a REMIC and an election is made to treat the assets of
the Subsidiary REMIC as a REMIC, (ii) compliance with the Pooling and
Servicing Agreement and (iii) compliance with changes in the law,
including any amendments to the Code or applicable Treasury regulations
thereunder.
The opinion set forth in paragraph 3 is based upon the existing
provisions of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such changes
August be retroactive in application and could modify the legal conclusions
upon which such opinions are based. Such opinion is limited as described
above, and we do not express an opinion on any other tax aspect of the
transactions contemplated by the Pooling and Servicing Agreement or the effect
of such transactions on Countrywide Home Loans, Inc. or any member of
Countrywide Home Loans, Inc.'s consolidated tax group.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal laws of the United States of
America, the corporate laws of the State of Delaware and the laws of the State
of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ XXXXXX XXXXXX XXXXX & XXXX LLP
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XXXXXX XXXXXX XXXXX & XXXX LLP
