EXHIBITS 5.1, 8.1 & 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx LLP]
March 31, 2005
Citigroup Global Markets Inc. Xxxxxxxx, Xxxxxxxx, Xxxxxx & Co.
000 Xxxxxxxxx Xxxxxx, 4th Floor 0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx, Xxxxxxxx 00000
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Opinion: Underwriting Agreement
Renaissance Home Equity Loan Trust 2005-1
HOME EQUITY LOAN ASSET BACKED NOTES, SERIES 2005-1
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Ladies and Gentlemen:
We have acted as counsel to Delta Funding Corporation (the
"Originator"), Renaissance REIT Investment Corp. (the "Seller"), Renaissance
Mortgage Acceptance Corp. (the "Depositor") and Renaissance Home Equity Loan
Trust 2005-1 (the "Issuer") in connection with (i) the Master Contribution
Agreement, dated March 18, 2005 (the "Originator Contribution Agreement"),
between the Originator and the Seller, (ii) the Mortgage Loan Sale and
Contribution Agreement, dated March 31, 2005 (the "Seller Sale Agreement"),
among the Seller, the Depositor and the Originator, (iii) the Amended and
Restated Trust Agreement, dated as of March 31, 2005 (the "Trust Agreement" or
the "Depositor Sale Agreement"), among the Depositor, Wilmington Trust Company
as owner trustee of the Issuer and Xxxxx Fargo Bank, N.A. as the Certificate
Registrar and Certificate Paying Agent, and the trust certificates (the "Trust
Certificates") issued pursuant thereto, (iv) the Servicing Agreement, dated as
of March 31, 2005 (the "Servicing Agreement"), among Xxxxx Fargo Bank, N.A. as
the Master Servicer (in such capacity, the "Master Servicer") and Securities
Administrator, Ocwen Federal Bank, FSB as Servicer, the Issuer and HSBC Bank
USA, National Association (the "Indenture Trustee"), (v) the Indenture, dated as
of March 31, 2005 (the "Indenture"), among the Issuer, Xxxxx Fargo Bank, N.A. as
Securities Administrator and the Indenture Trustee, and the Home Equity Loan
Asset Backed Notes, Series 2005-1 (the "Notes") issued pursuant thereto, (vi)
the Underwriting Agreement, dated March 29, 2005 (the "Underwriting Agreement"),
among the Depositor, the Originator, Citigroup Global Markets Inc. ("Citigroup"
and the "Initial Purchaser", as applicable), Xxxxxxxx, Xxxxxxxx, Xxxxxx & Co.,
Inc. ("Xxxxxxxx") and Greenwich Capital Markets, Inc. ("Greenwich", and
collectively with Citigroup and Xxxxxxxx, the "Underwriters"), (vii) the
Purchase Agreement, dated March 29, 2005 (the "Purchase Agreement") among the
Depositor, the Originator and the Initial Purchaser, (viii) the Prospectus
Supplement, dated March 29, 2005 (the "Prospectus Supplement"), and the
Prospectus to which it relates, dated March 29, 2005 (the "Base Prospectus";
together with the Prospectus Supplement, the "Prospectus") and (ix) the Private
Placement Memorandum, dated March 31,
2005 (the "Private Placement Memorandum"). The Seller Sale Agreement, the Trust
Agreement, the Servicing Agreement, the Indenture, the Underwriting Agreement
and the Purchase 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
any opinion expressed below, we have assumed (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 entity authorization, execution,
authentication, payment, delivery and enforceability (as limited by bankruptcy
and other insolvency laws) of and under all documents, and the necessary entity
power and authority 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 opinion expressed
below inconsistent with that document as so modified or supplemented. In
rendering this opinion letter, except for any matters that are specifically
addressed in any opinion 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. Each
assumption herein is made and relied upon with your permission and without
independent investigation.
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 rendering this opinion letter, we do not express any opinion
concerning any law other than the federal income tax laws of the United States,
including without limitation the Internal Revenue Code of 1986, as amended (the
"Code") and applicable to a real estate mortgage investment conduit ("REMIC").
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. Each of the Agreements to which the Originator, the Seller, the
Depositor or the Issuer is a party is a valid and legally binding
agreement under the laws of the State of New York, enforceable
thereunder in accordance with its terms against that party.
2. The Notes, assuming the necessary power and authority therefor,
authorization, execution, authentication and delivery thereof and
payment therefor in accordance with the applicable Agreements, are
valid and legally binding obligations under the laws of the State of
New York, enforceable thereunder in accordance with their terms against
the Issuer.
3. 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.
4. Under current United States federal income tax law as of March 31,
2005, based upon certain financial calculations prepared at the request
of the Underwriters concerning the projected payments on the Notes and
assuming the accuracy of and compliance with the factual
representations, covenants and other provisions of the Agreements
without any waiver or modification thereof, although there are no
regulations, rulings or judicial precedents addressing the
characterization for federal income tax purposes of securities having
terms substantially the same as those of the Notes, for federal income
tax purposes the Notes will be classified as debt instruments.
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
