EXHIBIT 5.1, 8.1, 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx llp]
September 7, 2004
Greenwich Capital Markets, Inc.
in its capacity as Representative of the several Underwriters
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Opinion: Underwriting Agreement
Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2004-MCW1
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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 September 10, 2004 (the
"Seller Sale Agreement"), between the Seller and the Depositor, (ii) the Pooling
and Servicing Agreement, dated as of September 1, 2004 (the "Pooling and
Servicing Agreement"), among the Depositor, Countrywide Home Loans Servicing LP
(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 2004-MCW1 (the "Certificates"), (iii) the Underwriting
Agreement, dated September 10, 2004 (the "Underwriting Agreement"), among the
Depositor, Ameriquest and Greenwich Capital Markets, Inc., BNP Paribas
Securities Corp. and Xxxxxx Xxxxxxx & Co. Incorporated (collectively, the
"Underwriters"), (iv) the Certificate Purchase Agreement, dated September 10,
2004 (the "Certificate Purchase Agreement"), among the Depositor, Ameriquest and
Greenwich Capital Markets, Inc. (the "Initial Purchaser"), (v) the Insurance and
Indemnity Agreement, dated as of September 10, 2004 (the "Insurance and
Indemnity Agreement"), among Ameriquest, the Depositor, the Master Servicer and
XL Capital Assurance Inc. (the "Certificate Insurer" or "XL"), (vi) the Premium
Letter, dated September 7, 2004 (the "Premium Letter") among Ameriquest, the
Depositor and the Certificate Insurer, (vii) the Indemnification Agreement,
dated September 10, 2004 (the "Indemnification Agreement"), among the Seller,
the Depositor, the Master Servicer, the Underwriters and the Certificate
Insurer, (viii) the Prospectus Supplement, dated September 10, 2004 (the
"Prospectus Supplement"), and the Prospectus to which it relates, dated
September 10, 2004 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus") and (ix) the Private Placement Memorandum, dated
September 10, 2004 (the "Private Placement Memorandum"). The Seller Sale
Agreement, the Pooling and Servicing Agreement, the Underwriting Agreement, the
Certificate Purchase Agreement, the Insurance and Indemnity Agreement, the
Premium Letter and the 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 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, (i) each of REMIC I, REMIC II, REMIC III and REMIC IV
will qualify as a REMIC, (ii) 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, (iii)
each class of Class A Certificates and Mezzanine Certificates
(exclusive of any right to receive payments from the Net WAC Rate
Carryover Reserve Account), the Class CE Interest and the Class P
Interest (exclusive of the rights to receive any Master Servicer
Prepayment Charge Payment Amounts) 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 interests" in REMIC II, (iv) the Class CE
Certificates 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 and (v) the Class P Certificates
(exclusive of the rights to receive any Master Servicer Prepayment
Charge Payment Amounts) will represent ownership of "regular
interests" in REMIC IV and will generally be treated as debt
instruments of REMIC IV, and the Class R-IV Interest will constitute
the sole class of "residual interests" in REMIC IV.
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
