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EXHIBIT 5.1
[TOBIN & TOBIN LETTERHEAD]
October __, 2000
Specialty Mortgage Trust, Inc.
6160 Plumas Street
Reno, Nevada 89509
Re: Prospectus to Specialty Mortgage Trust, Inc.
Ladies and Gentlemen:
We have acted as counsel to Specialty Mortgage Trust Inc., a Maryland
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-11 (the "Registration Statement") for the
registration with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), of Collateralized Investment Notes with an
aggregate offering price of up to $250,000,000 (the "Notes").
The Notes are issuable under an indenture (the "Indenture"), between the
Company and Deutsche Bank, as Trustee.
We have examined and relied upon copies of the Company's Bylaws, the
Registration Statement, the form of Indenture and the forms of Notes included as
exhibits thereto, and such other records, documents and statutes as we have
deemed necessary for purposes of this opinion.
In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such documents. As
to any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon the foregoing, we are of the opinion that:
1. When the Indenture for the Notes has been duly authorized by all
necessary action and duly executed and delivered by the parties thereto, such
Indenture will be a legal and valid obligation of the Company.
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2. When the Indenture for the Notes has been duly authorized by all
necessary action and duly executed and delivered by the parties thereto, and
when the Notes have been duly executed and authenticated in accordance with the
provisions of the Indenture, and issued and sold as contemplated in the
Registration Statement and the Prospectus delivered in connection therewith,
such Notes will be legally and validly issued and outstanding, fully paid and
non-assessable, and will be binding obligations of the Company, and the holders
of such Notes will be entitled to the benefits of the Indenture.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein), the corporation laws of the State of Maryland
and the federal laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the base prospectus forming a part of the Registration
Statement, without admitting that we are "experts" within the meaning of the Act
or the Rules and Regulations of the Commission issued thereunder, with respect
to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Tobin & Tobin
