Exhibits 5.1 and 8.1
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November 21, 2000
IndyMac ABS, Inc.
155 North Lake Avenue
Pasadena, CA 91101
Re: IndyMac ABS, Inc.
Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2000-C
Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD
2000-C
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Ladies and Gentlemen:
We have acted as special counsel for IndyMac ABS, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of the Home
Equity Mortgage Loan Asset-Backed Certificates of the above-referenced Series
(the "Certificates") pursuant to a Pooling and Servicing Agreement dated as of
November 1, 2000 (the "Pooling and Servicing Agreement"), among the Company,
as depositor, IndyMac Bank, F.S.B., as seller and master servicer (the "Seller
and Master Servicer"), and Bankers Trust Company of California, N.A., as
trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership interest
in the Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2000-C (the
"Trust Fund"). The assets of the Trust Fund will consist primarily of a pool
of conventional sub-prime mortgage loans (the "Mortgage Loans") secured by
first and second liens on one- to four-family residential properties.
Capitalized terms not otherwise defined herein have the meanings ascribed to
such terms in the Pooling and Servicing Agreement.
We have examined such documents and records and made such investigations
of such matters of law as we have deemed appropriate as a basis for the
opinions expressed below. Further, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized, executed
and delivered by the Company, the Seller and Master Servicer and
constitutes a valid, legal and binding agreement of the Company and the
Seller and Master Servicer, enforceable against the Company, the Seller
and Master Servicer in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally (and, in the
case of the Seller and the Master Servicer, the rights of creditors of
federally-chartered savings banks in particular) and to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law.
2. Assuming that the Certificates have been duly executed and countersigned
by the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. Assuming compliance with the Pooling and Servicing Agreement, each of the
Lower Tier REMIC and the Upper Tier REMIC will qualify as a REMIC within
the meaning of Section 860D of the Internal Revenue Code of 1986, as
amended, each of the Public Certificates, other than the Class R
Certificates, will evidence ownership of a "regular interest" in a REMIC
and the Class R Certificates will evidence ownership of the "residual
interest" in each REMIC. The Excess Reserve Fund Account will be treated
as an outside reserve fund, within the meaning of Treasury Regulation
1.860G-2(h), beneficially owned by the holder of the Class X Certificate.
The opinion set forth in paragraph 3 is based upon the existing
provisions of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such changes
may be retroactive in application and could modify the legal conclusions upon
which such opinions are based. Such opinion is limited as described above, and
we do not express an opinion on any other tax aspect of the transactions
contemplated by the Pooling and Servicing Agreement or the effect of such
transactions on IndyMac Bank, F.S.B., or any of its shareholders.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal laws of the United States of
America, the corporate laws of the State of Delaware and the laws of the State
of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ BROWN & WOOD LLP
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BROWN & WOOD LLP
