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Exhibit 5.1
September 19, 2000
GreenPoint Credit, LLC
GreenPoint Asset, LLC
10089 Willow Creek Road
San Diego, California 92131
Ladies and Gentlemen:
We have acted as counsel to GreenPoint Credit, LLC ("GreenPoint
Credit"), and GreenPoint Asset, LLC ("GreenPoint Asset" and each of GreenPoint
Credit and GreenPoint Asset, a "Registrant"), in connection with the preparation
and filing with the Securities and Exchange Commission (the "Commission") of the
Registration Statement on Form S-3 filed by the Registrants with the Commission
(the "Registration Statement") for the registration under the Securities Act of
1933, as amended, of its Manufactured Housing Contract Trust Pass-Through
Certificates ("Certificates") and Manufactured Housing Contract-Backed Notes
("Notes" and together with Certificates, the "Securities"). The Certificates are
issuable in series (each, a "Series") under separate Pooling and Servicing
Agreements (each, a "Pooling Agreement") by and among either Registrant or both
of them, in the case of GreenPoint Credit, as seller of manufactured housing
installment sales contracts and installment loan contracts, and as servicer, in
the case of GreenPoint Asset, as depositor, where applicable, and the trustee
selected for such Series. The Notes are issuable in Series under separate
Indentures (each, an "Indenture") by and among either Registrant or both of
them, in the case of GreenPoint Credit, as seller of manufactured housing
installment sales contracts and installment loan contracts, and as servicer, in
the case of GreenPoint Asset, as depositor, where applicable, and the trustee
selected for such Series. The Securities of each Series are to be sold as
described in the Registration Statement and the prospectus and prospectus
supplement relating to such Series.
We have examined such instruments, documents and records as we deemed
relevant and necessary as a basis for our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; (c) the truth, accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed; and (d)
that, as to each party (other than the Registrants) to a Pooling Agreement or
Indenture, as applicable, each Pooling Agreement or Indenture, as applicable,
will be legal, valid and binding obligations enforceable in accordance with
their respective terms.
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GreenPoint Credit, LLC
GreenPoint Asset, LLC
September 19, 2000
Page 2
Based on such examination, we are of the opinion that when the
Securities of each Series have been duly executed, authenticated and delivered
in accordance with the terms of the Pooling Agreement or Indenture, as
applicable, relating to such Series and sold in the manner described in the
Registration Statement and the prospectus and prospectus supplement relating
thereto, the Securities of such Series will be legally issued, fully paid, non-
assessable and binding obligations of the trust created by each Pooling
Agreement or Indenture, as applicable, and the holders of the Securities of such
Series will be entitled to the benefits of the Pooling Agreement or Indenture,
as applicable, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium, or other laws relating to or affecting the rights of creditors
generally and general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing, and the possible unavailability of
specific performance or injunctive relief, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the use of our name wherever appearing in
the Registration Statement and the Prospectus contained therein. In giving such
consent, we do not admit that we are "experts" within the meaning of the term as
used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion letter as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
