EXHIBIT 5.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
April 12, 2004
Citigroup Global Markets Inc.,
as representative of the several underwriters
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Credit-Based Asset Servicing and Securitization LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000Xxxxxx Loan Servicing LP
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Opinion: Underwriting Agreement
Citigroup Mortgage Loan Trust, Series 2004-CB3
C-BASS Mortgage Loan Asset-Backed Certificates
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Ladies and Gentlemen:
We have acted as counsel to Citigroup Mortgage Loan Trust Inc. (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
April 8, 2004 (the "Seller Sale Agreement"), between the Depositor and
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), (ii) the
Pooling and Servicing Agreement, dated as of March 1, 2004 (the "Pooling and
Servicing Agreement"), among the Depositor, the Seller, Xxxxxx Loan Servicing LP
(the "Servicer") and U.S. Bank National Association (the "Trustee"), and the
certificates issued pursuant thereto designated as Citigroup Mortgage Loan
Trust, Series 2004-CB3, C-BASS Mortgage Loan Asset-Backed Certificates
(collectively, the "Certificates"), (iii) the Custodial Agreement, dated March
1, 2004 (the "Custodial Agreement"), among the Trustee, the Servicer and The
Bank of New York (the "Custodian"), (iii) the Xxxxxx Indemnification Agreement,
dated April 8, 2004 (the "Xxxxxx Indemnification Agreement"), between the
Depositor and the Servicer, (iv) the C-BASS Indemnification Agreement, dated
April 8, 2004 (the "C-BASS Indemnification Agreement"), among the Depositor,
Citigroup Financial Products Inc. and the Seller, (v) the Underwriting
Agreement, dated April 8, 2004 (the "Underwriting Agreement"), between the
Depositor and Citigroup Global Markets Inc. pursuant to which certain
Certificates were sold (collectively, the "Underwritten Certificates"), (vi) the
Prospectus Supplement, dated April 8, 2004 (the "Prospectus Supplement"), and
the Prospectus to which it relates, dated February 9, 2004 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus"). The
Purchase Agreement, the Pooling and Servicing Agreement, the Custodial
Agreement, the C-BASS Indemnification Agreement, the Underwriting Agreement and
the Xxxxxx 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.
In rendering this opinion letter, any opinion expressed herein with
respect to the enforceability of any right or obligation is 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) bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, fraudulent conveyance and
transfer, moratorium and other similar laws affecting the rights of creditors or
secured parties, (iii) the effect of certain laws, regulations and judicial and
other decisions upon (a) 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 judicial jurisdiction, venue
or forum and (b) the enforceability of any provision the violation of which
would not have any material adverse effect on the performance by any party of
its obligations under any agreement and (iv) public policy considerations
underlying United States federal 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. However, the non-enforceability of any provisions
referred to in foregoing clause (iii) 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 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.
This opinion letter is based upon our review of the documents referred
to herein. We have conducted no independent investigation with respect to the
facts contained in such documents and
relied upon in rendering this opinion letter. We also note that we do not
represent any of the parties to the transactions to which this opinion letter
relates or any of their affiliates in connection with matters other than certain
transactions. However, the attorneys in this firm who are directly involved in
the representation of parties to the transactions to which this opinion letter
relates have no actual present knowledge of the inaccuracy of any fact relied
upon in rendering this opinion letter. In addition, if we indicate herein that
any opinion is based on our knowledge, our opinion is based solely on the actual
present knowledge of such attorneys and, with respect to the opinions in
paragraphs 5(ii) and (iii) and 6 below, the Certificate of the Depositor, a copy
of which is annexed as Exhibit A and the accuracy of which with your permission
we are relying on without independent investigation in rendering this opinion
letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States, including without limitation the Securities Act of 1933, as amended (the
"1933 Act") 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 or tax laws of any jurisdiction.
Based upon and subject to the foregoing, it is our opinion that:
1. The statements made in the Prospectus Supplement under the
heading "Federal Income Tax Consequences," to the extent that
they constitute matters of law or legal conclusions with
respect thereto, while not purporting to discuss all possible
consequences of investment in the Certificates offered
thereby, are correct in all material respects with respect to
those consequences or matters that are discussed therein.
2. Assuming compliance with the accuracy of and compliance with
the 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 REMIC Provisions in effect on the date hereof, each of
REMIC 1, REMIC 2, REMIC 3, and REMIC 4 will qualify as a
REMIC. The REMIC 1 Regular Interests will represent ownership
of "regular interests" in REMIC 1, and the Class R-1 Interest
will constitute the sole class of "residual interests" in
REMIC 1. The Class AV-1 Certificates, Class AV-2 Certificates,
Class AV-3 Certificates, Class AV-4 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class B-1 Interest, Class B-2 Certificates, Class B-3
Certificates, Class B-4 Interest and Class X/N Interest will
represent ownership of "regular interests" in REMIC 2 and will
generally be treated as debt instruments of REMIC 2, and the
Class R-2 Interest will constitute the sole class of "residual
interests" in REMIC 2. The Class B-1 Certificates, will
represent ownership of "regular interests" in REMIC 3 and will
generally be treated as debt instruments of REMIC 3, and the
Class R-3 Interest will constitute the sole class of "residual
interests" in REMIC 3, the Class B-4 Certificates will
represent ownership of "regular interests" in REMIC 4 and will
generally be treated as debt instrument of REMIC 4, and the
Class R-4 Interest will
constitute the sole class of "residual interests" in REMIC 4,
the Class X Certificates and the Class N Certificates, if held
by the same person, will represent ownership of "regular
interests" in REMIC 5 and will generally be treated as debt
instruments of REMIC 5, and if held by different persons, will
generally be treated as partnership interests, and the Class
R-5 Interest will constitute the sole class of "residual
interests" in REMIC 5. The Class R Certificates will represent
the Class R-1 Interest and the Class R-2 Interest. The Class
R-X Certificates will represent the Class R-3 Interest, Class
R-4 Interest and Class R-5 Interest.
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,
By: /s/ XXXXXXX XXXXXXXX & XXXX LLP