EXHIBIT 5. 1
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[Letterhead of Thacher Proffitt & Wood]
June 21, 2000
Salomon Smith Barney Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
Opinion: Underwriting Agreement
Ameriquest Mortgage Securities Inc.,
Floating Rate Mortgage Pass-Through Certificates,
Series 2000-2
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Ladies and Gentlemen:
We have acted as counsel to Ameriquest Mortgage Securities Inc. (the
"Depositor") in connection with (i) the Mortgage Loan Purchase Agreement, dated
June 23, 2000 (the "Mortgage Loan Purchase Agreement"), between Ameriquest
Mortgage Company ("Ameriquest") and the Depositor, (ii) the Pooling and
Servicing Agreement, dated as of June 1, 2000 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Ameriquest as master servicer (in
such capacity, the "Master Servicer") and Norwest Bank Minnesota, National
Association as trustee (the "Trustee") and the certificates issued pursuant
thereto designated as Floating Rate Mortgage Pass- Through Certificates, Series
2000-2 (collectively, the "Certificates"), (iii) the Underwriting Agreement,
dated June 21, 2000 (the "Underwriting Agreement"), between the Depositor and
Salomon Smith Barney Inc. (the "Underwriter" or the "Initial Purchaser")
pursuant to which certain Certificates were sold (collectively, the
"Underwritten Certificates"), (iv) the Custodial Agreement, dated June 23, 2000
(the "Custodial Agreement"), among the Depositor, the Master Servicer, the
Trustee and Chase Bank of Texas, N.A. as custodian, (v) the Prospectus
Supplement, dated June 21, 2000 (the "Prospectus Supplement") and the Prospectus
to which it relates, dated January 24, 2000 (the "Base Prospectus"; together
with the Prospectus Supplement, the "Prospectus). The Mortgage Loan Purchase
Agreement, the Pooling and Servicing Agreement, the Underwriting Agreement and
the Custodial Agreement are collectively referred to herein as the "Agreements."
Capitalized terms not defined herein have the meanings assigned to them in the
Agreements.
In rendering this opinion letter, we have examined the documents
described above and such other documents as we have deemed necessary including,
where we have deemed appropriate, representations or certifications of officers
of parties thereto or public officials. In rendering this opinion letter, except
for the matters that are specifically addressed in the opinions expressed
below,
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we have assumed (i) the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies, (ii) the necessary entity formation and continuing existence in the
jurisdiction of formation, and the necessary licensing and qualification in all
jurisdictions, of all parties to all documents, (iii) the necessary
authorization, execution, delivery and enforceability of all documents, and the
necessary entity power with respect thereto and (iv) that there is not any other
agreement that modifies or supplements the agreements expressed in the documents
to which this opinion letter relates and that renders any of the opinions
expressed below inconsistent with such documents as so modified or supplemented.
In rendering this opinion letter, we have made no inquiry, have conducted no
investigation and assume no responsibility with respect to (a) the accuracy of
and compliance by the parties thereto with the representations, warranties and
covenants contained in any document or (b) the conformity of the underlying
assets and related documents to the requirements of the agreements to which this
opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial and other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties and (iv) public policy
considerations underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions of any
agreement which purport or are construed to provide indemnification with respect
to securities law violations. However, the non-enforceability of any such
provisions will not, taken as a whole, materially interfere with the practical
realization of the benefits of the rights and remedies included in any such
agreement which is the subject of any opinion expressed below, except for the
considerations referred to in foregoing clause (iv) and the consequences of any
judicial, administrative, procedural or other delay which may be imposed by,
relate to or arise from applicable laws, equitable principles and
interpretations thereof.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, the laws of
the State of New York and the General Corporation Law of the State of Delaware.
We do not express any opinion with respect to the securities laws of any
jurisdiction or any other matter not specifically addressed in the opinions
expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, will constitute a valid and legally binding agreement
under the laws of the State of New York, enforceable
thereunder against the Depositor in accordance with its terms.
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2. The Certificates assuming the execution, authentication and
delivery in accordance with the Pooling and Servicing
Agreement and the delivery thereof and payment therefor in
accordance with the Agreements, will be validly issued and
outstanding and will be entitled to the benefits of the
Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC I,
REMIC II and REMIC III will each qualify as a real estate
mortgage investment conduit ("REMIC") within the meaning of
Sections 860A through 860G (the "REMIC Provisions") of the
Internal Revenue Code of 1986, the Class R-I Certificates will
constitute the sole class of "residual interests" in REMIC I,
the Class R-II Certificates will constitute the sole class of
"residual interests" in REMIC II, the Class A Certificates,
the Class CE Certificates the Class P Certificates will
represent ownership of "regular interests" in REMIC III and
will generally be treated as debt instruments of REMIC III and
the Class R-III Certificates will constitute the sole class of
"residual certificates" in REMIC III, within the meaning of
the REMIC Provisions in effect on the date hereof. This
opinion confirms and adopts the opinion set forth in the
Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus and Prospectus Supplement
under the heading "Legal Matters" and to the filing of this opinion letter as an
exhibit to any application made by or on behalf of the Registrant or any dealer
in connection with the registration or qualification of the Certificates under
the securities law of any State of the United States or other jurisdiction,
without admitting that we are "persons" within the meaning of Section 7(a) or
11(a)(4) of the 1933 Act, or "experts" within the meaning of Section 11 thereof,
with respect to any portion of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
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