Exhibit 5.1
June 6, 2000
United Funds, LLC
Capital Resource Group One, LLC
101 W. Ohio Street
PMB 2000
Indianapolis, IN 46204
Re: Insurance Settlements Funding Trust 2000
$150,000,000 Aggregate Principal Amount of
Insurance Policies Asset Backed Certificates
Registration Statement on Form S-1
File No. 333-90439
Gentlemen:
We have acted as special counsel to United Funds, LLC and Capital Resource
Group One, LLC, each a Delaware limited liability company ("United") and
("Capital") in connection with the offering of up to One Hundred and Fifty
Million Dollars ($150,000,000) aggregate principal amount of Asset Backed
Certificates (the "Certificates"), to be issued from time to time by Insurance
Settlements Funding Trust 2000 (the "Trust") pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), to be entered among
United, Capital, The Bank of New York, as Trustee (the "Trustee") and 21st
Holdings, LLC, as Master Servicer (the "Master Servicer"). Capitalized terms not
otherwise defined herein have the meanings specified in the Pooling and
Servicing Agreement.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates and other instruments as we have deemed necessary or appropriate
for the purposes of this opinion, including (a) the Certificates of Formation of
Capital and United and the resolutions of the Board of Managers of Capital and
United, (b) the Insurance Settlements Purchase Agreement to be entered into
between United and Capital (the "Insurance Settlements Purchase Agreement"), (c)
the Pooling and Servicing Agreement, (d) the certificates representing the
Certificates, (e) the Registration Statement (the "Registration Statement") on
S-1 filed with the Securities and Exchange Commission ("Commission") for
registration of the Certificates under the Securities Act of 1933, as amended
(the
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UNITED FUNDS, LLC
CAPITAL RESOURCE GROUP ONE, LLC
June 6, 2000
Page 2
"Securities Act"); and (f) the related Prospectus to be filed with the
Commission as a part of the Registration Statement ("Prospectus").
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 original of such copies. We have also assumed
the correctness and completeness of the statements made in the documents
submitted to us.
Our opinion is based upon the laws and documents examined as they exist as
of the date of this opinion and any modification, repeal, amendment, or
authoritative interpretation of the laws or modification or amendment to the
documents occurring subsequent to the date of this opinion may cause our opinion
to vary from that set forth below.
Based upon such examination, and relying solely upon the foregoing, subject
to the assumptions, exceptions, comments, and qualifications herein expressed
and limited in all respects to the laws of the State of Delaware and federal
law, we are of the opinion that:
1. United and Capital have been duly formed, validly existing, and in
good standing under the laws of the State of Delaware, have corporate power
and authority to own their property and conduct their businesses and to
enter into and perform its obligations under the Insurance Settlements
Purchase Agreement and the Pooling and Servicing Agreement. Capital has
full power and authority to originate the Trust and execute the
Certificates as contemplated by the Pooling and Servicing Agreement.
2. The Pooling and Servicing Agreement and the Insurance Settlements
Purchase Agreement have each been duly authorized by United and Capital
and, assuming the due authorization, execution and delivery thereof by each
of the parties thereto, the Pooling and Servicing Agreement and the
Insurance Settlements Purchase Agreement each constitute a legal, valid and
binding obligations of United and Capital enforceable against United and
Capital in accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors' rights generally as to the same may
relate to United and Capital and to general equitable principles).
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UNITED FUNDS, LLC
CAPITAL RESOURCE GROUP ONE, LLC
June 6, 2000
Page 3
3. The Certificates when issued and executed in accordance with the
terms of the Pooling and Servicing Agreement will be duly authorized and,
assuming due authentication thereof by the Trustee in accordance with the
Pooling and Servicing Agreement, will be entitled to the benefits of the
Pooling and Servicing Agreement and will be enforceable in accordance with
its terms and, when sold, will be legally issued, fully paid,
non-assessable (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally and to general equitable principles).
4. No consent, approval, authorization or order of, or filing with,
any court or governmental agency or body is required in connection with the
execution, delivery and performance by United and Capital of the Pooling
and Servicing Agreement and the Insurance Settlements Purchase Agreement or
in connection with the issuance or sale of the Certificates, except such as
may be required under state blue sky laws, and the Securities Act, and
except that no Certificate can be issued, sold, purchased, or offered for
sale or purchase prior to the date that the Registration Statement has been
declared effective by the Commission.
5. Issuance and sale of the Certificates in the manner contemplated by
the Pooling and Servicing Agreement will not cause the Trust to be required
to be registered under the Investment Company Act of 1940.
We hereby undertake to update this opinion, as necessary, during the course
of the offering period.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the summarization of this opinion in the
Prospectus.
We are attorneys admitted to the Bar in the Commonwealth of Pennsylvania,
and we express no opinion as to the law of any jurisdiction, other than the
corporate law of the State of Delaware and federal law.
Very truly yours,
Mesirov Gelman Jaffe Cramer & Jamieson, LLP
