EXHIBIT 5. 1, 8.1, 23.1
[Letterhead of Xxxxxxx Xxxxxxxx & Xxxx]
May 30, 2001
Xxxxxxx Xxxxx Barney, Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 2001-NC1
Asset Backed Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") in connection with (i) the Mortgage Loan Purchase
Agreement, dated May 29, 2001 (the "Purchase Agreement"), among NC Capital
Corporation, New Century Mortgage Corporation (the "Originator") and the
Depositor, (ii) the Pooling and Servicing Agreement, dated as of May 30, 2001
(the "Pooling and Servicing Agreement"), among the Depositor as depositor, the
Ocwen Federal Bank FSB as master servicer and U.S. Bank National Association as
trustee (the "Trustee") and the certificates issued pursuant thereto designated
as Asset-Backed Pass-Through Certificates, Series 0000-XX0, (xxxxxxxxxxxx, the
"Certificates"), (iii) the Underwriting Agreement, dated May 29, 2001 (the
"Underwriting Agreement"), among the Depositor and Xxxxxxx Xxxxx Xxxxxx, Inc.
(the "Underwriter") pursuant to which certain Certificates were sold
(collectively, the "Underwritten Certificates"), and (iv) the Prospectus
Supplement, dated May 29, 2001 (the "Prospectus Supplement"), and the Prospectus
to which it relates, dated May 24, 2001 (the "Base Prospectus"; together with
the Prospectus Supplement, the "Prospectus). The Purchase 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.
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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, 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 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, 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
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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 (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 or tax 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
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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 compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC
I, REMIC II and REMIC III will each qualify as a real estate
mortgage investment conduit ("REMIC") within the meaning of
the REMIC Provisions of the Code, the Class R-I Certificates
will constitute the sole class of "residual interests" in
REMIC I, the Class R-II Certificates will constitute the
sole class of "residual interests" in REMIC II, the Class A
Certificates, the Class A-IO Certificates, the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class CE Certificates and the Class P
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 Certificates
will constitute the sole class of "residual certificates" in
REMIC III, within the meaning of the REMIC Provisions.
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,
XXXXXXX XXXXXXXX & XXXX
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Partner
