EXHIBITS 5.1, 8.1 & 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx llp]
October 26, 2004
Citigroup Global Markets Inc. UST Mortgage Company
000 Xxxxxxxxx Xxxxxx, 4th Floor 0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxxxxx, Xxxxxxx 00000
Co-Op Holdings, Inc.
c/o UST Mortgage Company
0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Opinion: Underwriting Agreement (Tax)
Citigroup Mortgage Loan Trust, Series 2004-UST1
Mortgage Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as counsel to Citigroup Mortgage Loan Trust Inc. (the
"Depositor") and Citigroup Global Markets Inc. (the "Underwriter") in connection
with (i) the Mortgage Loan Purchase Agreement, dated October 26, 2004 (the
"Seller Sale Agreement"), among the Depositor, UST Mortgage Company and Co-Op
Holdings, Inc. (ii) the Pooling and Servicing Agreement, dated October 1, 2004
(the "Pooling and Servicing Agreement"), among the Depositor, UST Mortgage
Company (the "Master Servicer"), U.S. Bank National Association (the "Trustee")
and Citibank, N.A. (the "Trust Administrator"), and the certificates issued
pursuant thereto designated as Citigroup Mortgage Loan Trust, Series 2004-UST1,
Mortgage Pass-Through Certificates (the "Certificates"), (iii) the Underwriting
Agreement, dated October 26, 2004 (the "Underwriting Agreement"), between the
Depositor and the Underwriter, and (iv) the Prospectus Supplement, dated October
25, 2004 (the "Prospectus Supplement"), and the Prospectus to which it relates,
dated August 25, 2004 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus"). The Seller Sale Agreement, the Pooling and
Servicing Agreement and the Underwriting 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, after such consultation with
such other attorneys in this firm as they deemed appropriate, 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 after such consultation with such other attorneys in this firm as
they deemed appropriate.
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
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
and REMIC II will qualify as a REMIC within the meaning of the
Code, (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 and (iii) the Class A Certificates and
the Class B Certificates 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.
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
