EXHIBIT 5.1(b)
[Letterhead of Richards, Layton & Finger]
November 3, 2000
IndyMac ABS, Inc.
155 North Lake Avenue
Pasadena, CA 91101
Re: IndyMac ABS, Inc.
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Ladies and Gentlemen:
We have acted as special Delaware counsel for IndyMac ABS, Inc., a
Delaware corporation (the "Company") in connection with the issuance from time
to time of the Certificates and Notes (each as defined below), issuable in
series (each, a "Series"). At your request, this opinion is being furnished to
you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Amendment No. 1 to the Registration Statement (the
"Registration Statement") on Form S-3 filed by the Company with
the Securities and Exchange Commission on November 3, 2000,
(including the exhibits thereto listed in paragraphs (b)
through (g) below);
(b) A form of the Deposit Trust Agreement (the "Trust Agreement")
to be entered into by and between IndyMac Bank, F.S.B, as
Depositor and Wilmington Trust Company, as Owner Trustee
(including the exhibits thereto) (the "Trust Agreement"),
attached as Exhibit 4.4 to the Registration Statement;
(c) A form of owner trust certificate, attached as Exhibit A to the
Trust Agreement (individually, a "Certificate," and
collectively, the "Certificates");
(d) A form of the Certificate of Trust attached as Exhibit C to the
Trust Agreement;
(e) A form of the Indenture to be entered into between the Trust
and the indenture trustee named therein (the "Indenture"),
attached as Exhibit 4.5 to the Registration Statement;
(f) A form of note attached as Exhibit A to the Indenture
(individually, a "Note," and collectively, the "Notes"); and
(g) Forms of the Master Servicing Agreement and Loan Purchase
Agreement, attached as Exhibits 4.6 and 10.1, respectively, to
the Registration Statement.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement.
For purposes of this opinion, we have reviewed the Registration
Statement, the exhibits thereto and other documents which we deemed necessary
to give the opinions expressed herein (which exhibits are listed in paragraphs
(b) through (g) above). We have not reviewed any document (other than the
documents listed in paragraphs (a) through (g) above) that is referred to in
or incorporated by reference into the documents reviewed by us. We have
conducted no independent factual investigation of our own but rather have
relied solely upon the foregoing documents, the statements and information set
forth therein and the additional matters recited or assumed herein, all of
which we have assumed to be true, complete and accurate in all material
respects.
With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies
or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate of Trust will be in full force and effect and have not been
amended, (ii) the due organization or due formation, as the case may be, and
valid existence in good standing of each party (other than the Trust and the
Company) to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) that each of the parties (other
than the Trust and persons duly authorized to act on behalf of the Trust) to
the documents examined by us has the power and authority to execute and
deliver, and to perform its obligations under, such documents, (iv) the due
execution and delivery by all parties thereto (other than the Trust and the
Company and persons duly authorized to act on behalf of the Trust and the
Company, respectively) of all documents examined by us, (v) the receipt by
each Person to whom a Certificate or Note is to be issued (collectively, the
"Holders") of a Certificate or Note (as the case may be) for such Certificate
or Note (as the case may be) and the payment for such Certificate or Note (as
the case may be) in accordance with the Trust Agreement (in the case of the
Certificates), the Indenture (in the case of the Notes) and the Registration
Statement (in the case of the Certificates and the Notes) and (vi) that the
Certificates and the Notes are issued and sold to the Holders in accordance
with the Trust Agreement (in the case of the Certificates), the Indenture (in
the case of the Notes) and the Registration Statement (in the case of the
Certificates and the Notes). We have not participated in the preparation of
the Registration Statement (other than Exhibits 5.1(b) and 23.1(b) thereto)
and assume no responsibility for its contents (other than Exhibits 5.1(b) and
23.1(b) hereto).
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
The following opinions regarding enforceability are subject to (i)
applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
fraudulent conveyance and similar laws relating to or affecting the rights and
remedies of creditors generally; (ii) principles of equity (regardless of
whether considered and applied in a proceeding in equity or at law); and (iii)
the effect of applicable public policy on the enforceability of provisions
relating to indemnification or contribution.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary
or appropriate, and subject to the assumptions, reliances, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Certificates will be validly issued, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
2. The Trust Agreement will constitute a legal, valid and binding
obligation of the parties thereto, enforceable against the parties thereto in
accordance with its terms.
3. The Trust will have the power and authority to execute and
deliver the Notes in accordance with the Indenture.
In connection with the foregoing opinions, we will rely, with your
permission, on one or more opinions of counsel to the Company and other
part(ies) to the Trust Agreement to the effect that the execution and delivery
of, and performance by, the Trust or such other part(ies) (as the case may be)
of the Trust Agreement or the Certificates (as the case may be) (i) have been
duly authorized by such persons and (ii) will not conflict with the provisions
of any other agreement or document to which such persons are a party. In
addition, in connection with the foregoing opinions, we will rely, with your
permission, on (1) an incumbency certificate from a duly authorized officer of
the Company and the other parties to the documents examined by us (listed in
paragraphs (a) though (g) above) certifying the legal capacity of natural
persons who are parties to such documents examined by us, (2) an officer's
certificate of the Company certifying the due formation of the Company and the
execution and delivery of the Trust Agreement and (3) a good standing
certificate of the Secretary of State of Delaware certifying as to the good
standing of the Company with the Secretary of State of Delaware.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the form
of Prospectus Supplement for Home Equity Asset Backed Notes and Asset Backed
Certificates for the Certificates. In giving the foregoing consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
GCK/ks
