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EXHIBIT 5.1
[LETTERHEAD OF BERKLEY GORDON LEVINE GOLDSTEIN & GARFINKLE, LLP]
July 7, 2000
DM Mortgage Investors, LLC
2901 El Camino Avenue
Suite 206
Las Vegas, Nevada 89102
Re: DM Mortgage Investors, LLC
Form S-11 Registration Statement Under The Securities Act of 1933
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Ladies and Gentlemen:
We have acted as special Nevada counsel to DM Mortgage Investors, LLC,
a Nevada limited liability company (the "Company"), in connection with the
review of the Company's Registration Statement (the "Registration Statement") on
Form S-11 to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933.
In our capacity as special Nevada counsel to the Company in connection
with the Registration Statement, we are generally familiar with the proceedings
taken and proposed to be taken by the Company in connection with the
Registration Statement. For purposes of this opinion, we have assumed that such
proceedings will be timely and properly completed, in accordance with all
requirements of applicable federal and state securities laws and other laws
applicable thereto, in the manner presently proposed.
As special Nevada counsel we have examined, among other things, the
following documents:
(a) the Registration Statement, as amended to date;
(b) the Articles of Organization of the Company, as amended;
(c) the Amended and Restated Operating Agreement of the Company;
(d) the Written Consent of the Sole Manager of the Company (the
"Manager Consent"); and
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(e) such corporate and other constitutive documents and records of
the Company as we have deemed necessary or appropriate for the
purposes of this opinion.
We call your attention to the fact that we have not participated in the
preparation or negotiation of the Registration Statement, or any other
agreements, documents or instruments relating to the transactions contemplated
thereby. We are admitted to the Bar of the State of Nevada, and in rendering our
opinions hereinafter stated, we have relied on the applicable laws of the State
of Nevada as those laws presently exist and as they have been applied and
interpreted by courts having jurisdiction in the State of Nevada. We express no
opinion as to the laws of any other jurisdiction.
Our review has been limited to the above-described documents and we
have assumed (i) there have been no amendments to the documents we have
reviewed, and (ii) the representations, statements, and/or other information
contained in the documents, including the Registration Statement, are true and
correct as of the date of this opinion. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents of all
documents submitted to us as copies.
We have been furnished with, and with your consent have relied upon,
the Manager Consent with respect to certain factual matters. In addition, we
have obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of Nevada, and we express no opinion herein
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.
We have further assumed the Company has qualified to do business and is
in good standing in each jurisdiction other than Nevada in which the Company is
currently operating.
It is our opinion that as of the date hereof:
1. The Company is a Nevada limited liability company duly
organized, validly existing and in good standing under the
laws of the State of Nevada.
2. The Company's 100,000,000 units being offered in accordance
with and subject to the terms and conditions of the
Registration Statement, are validly authorized and, when
issued for due consideration, shall be fully paid and
non-assessable.
We are members of the Bar of the State of Nevada and do not express any
opinion as to laws other than those of the State of Nevada. Our opinion herein
is based on the existing laws of the State of Nevada, and we express no opinion
as to any laws or regulations of other states or jurisdictions as they may
pertain to the Company, the Registration Statement, or the transactions
contemplated thereby, or with respect to the effect of non-compliance under any
such laws or regulations of any other jurisdictions. This opinion is effective
up to and including the date of this opinion, and we expressly decline any
undertaking to advise you of any matters arising subsequent to the date hereof
which would cause us to amend any portion of the foregoing in whole or in part.
This opinion is limited to the matters expressly set forth herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ BERKLEY, GORDON, LEVINE,
GOLDSTEIN & GARFINKEL, LLP
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