Letterhead of Thacher Proffitt & Wood LLP]Pooling and Servicing Agreement • June 2nd, 2005 • Park Place Securities, Inc. • Asset-backed securities • New York
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 May 27, 2005 (the “Seller Sale Agreement”), between the Seller and the Depositor, (ii) the Pooling and Servicing Agreement, dated as of May 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, Countrywide Home Loans Servicing LP (the “Master Servicer”) and Wells Fargo Bank, N.A. (“Wells Fargo or the “Trustee”), and the certificates issued pursuant thereto designated as Asset-Backed Pass-Through Certificates, Series 2005-WCW1 (the “Certificates”), (iii) the Underwriting Agreement, dated May 27, 2005 (the “Underwriting Agreement”), among the Depositor, Ameriquest and Morgan Stanley & Co. Incorporated, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), (iv) the Indemnification Agreement, dated May 27, 2005 (the “Indem
