Exhibit 5.1
[ORRICK, HERRINGTON & SUTCLIFFE LLP]
July 28, 2000
Residential Asset Mortgage Products, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3, to be filed by Residential Asset Mortgage Products, Inc., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission on
July 28, 2000 (the "Registration Statement") and various amendments, in
connection with the registration under the Securities Act of 1933, as amended
(the "Act") of Mortgage Asset-Backed Pass-Through Certificates (the
"Certificates") and Asset-Backed Notes (the "Notes", and together with the
Certificates, the "Securities"). The Securities are issuable in series (each, a
"Series"). The Securities of each Series will be issued pursuant to
documentation more particularly described in the prospectus and the prospectus
supplement relating to such Series, forms of which have been included as part of
the Registration Statement (the "Issuing Documentation"). The Securities of each
Series are to be sold as set forth in the Registration Statement, any amendment
thereto, 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 of 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; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that when the issuance
of each Series of Securities has been duly authorized by appropriate corporate
action and the Securities of such Series have been duly executed and delivered
in accordance with the related Issuing Documentation relating to such Series and
sold, the Securities will be legally issued, fully paid, binding obligations of
the issuer and the holders of the Securities will be entitled to the benefits of
the related Issuing Documentation 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 without
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limitation, 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 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 consider 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, as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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