BROWN & WOOD LLP
1666 K Street, N.W.
Washington, D.C. 20006-1208
Telephone: 202-533-1300
Facsimile: 202-533-139
July 12, 2000
IBF VI - Secured Lending Corporation
1733 Connecticut Avenue, N.W.
Washington, D.C. 20009
Re: IBF VI - Secured Lending Corporation,
Registration Statement on Form SB-2
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Ladies and Gentlemen:
We will act as counsel for IBF VI - Secured Lending Corporation, a
Delaware corporation (the "Company"), in connection with the offering of the
Company's Current Interest Subordinated Bonds and Accretion Subordinated Bonds
(the "Securities"). The Securities are being registered pursuant to the
Securities Act of 1933, as amended (the "Act"), by means of a Registration
Statement of the Company on Form SB-2. The Securities will be offered pursuant
to the prospectus (the "Prospectus"), which will be filed with the Commission
pursuant to Rule 424 under the Securities Exchange Act. As set forth in the
Registration Statement, the Securities will be issued under and pursuant to
the conditions of a separate Indenture (the "Indenture") among the Company and
Continental Stock Transfer & Trust Company, as indenture trustee (the
"Indenture Trustee").
We have examined copies of the Company's Certificate of
Incorporation, Bylaws, the form of Indenture (as incorporated by reference as
an exhibit to the Registration Statement), the forms of Securities included in
the Indenture and such other records, documents and statutes as we have deemed
necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
i. When the Indenture relating to the Securities has been duly and
validly authorized by all necessary action on the part of the
Company and has been duly executed and delivered by the Company and
the Indenture Trustee, such Indenture will constitute a legal, valid
and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws relating to
or affecting creditors' rights generally or by general equity
principles.
ii. When the Securities have been duly authorized by all necessary
action on the part of the Company (subject to the terms thereof
being otherwise in compliance with applicable law at such time),
duly executed and authenticated by the Indenture Trustee in
accordance with the terms of the Indenture and issued and delivered
against payment therefor as described in the Registration Statement,
the Securities will be legally and validly issued, fully paid and
nonassessable, and the holders thereof 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 federal laws of the United
States of America and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this letter and to the references
to this firm under the headings "Legal Matters" in the Prospectus, without
implying or 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 Prospectus.
Very truly yours,
/s/ Brown & Wood LLP
