[Thacher Proffitt & Wood Letterhead]
Exhibits 5.1, 8.1 and 23.1
June 29, 2000
Salomon Brothers Mortgage Securities VII, Inc.
390 Greenwich Street
4th Floor
New York, New York 10013
Salomon Brothers Mortgage Securities VII, Inc.
Mortgage Pass-Through Certificates and
Mortgage-Backed Notes Registration Statement on Form S-3
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Ladies and Gentlemen:
We are counsel to Salomon Brothers Mortgage Securities VII, Inc., a
Delaware corporation (the "Registrant"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of Mortgage
Pass-Through Certificates (the "Certificates") and Mortgage-Backed Notes (the
"Notes"; and together with the Certificates, the "Securities"), the related
preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement"). The Certificates are issuable in series, either (i)
under pooling and servicing agreements (each such agreement, a "Pooling and
Servicing Agreement"), among the Registrant, a master servicer to be identified
in the prospectus supplement for such series of Certificates and a trustee also
to be identified in that prospectus supplement or (ii) under trust agreements
(each such agreement, a "Trust Agreement"), between the Registrant and a trustee
to be identified in the prospectus supplement for such series of Certificates.
The Notes are issuable in series under indentures (each such agreement, an
"Indenture"; a Pooling and Servicing Agreement, a Trust Agreement or an
Indenture, an "Agreement" ), between an issuer and an indenture trustee, to be
identified in the prospectus supplement for such series of Notes. Each Agreement
will be substantially in the form filed as an Exhibit to the Registration
Statement. Capitalized terms used by not defined herein shall have the meanings
assigned to them in the Registration Statement.
In connection with rendering this opinion letter, we have examined the
forms of the Agreements incorporated by reference in the Registration Statement,
the Registration Statement and
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Salomon Brothers Mortgage Securities VII, Inc.
June 29, 2000 Page 2.
such records and other documents as we have deemed necessary. As to matters of
fact, we have examined and relied upon representations or certifications of
officers of the Registrant or public officials. We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to the
originals of all documents. We have assumed that all parties, other than the
Registrant, had the corporate power and authority to enter into and perform all
obligations thereunder and, as to such parties, we also have assumed the
enforceability of such documents.
In rendering this opinion letter, we express no opinion as to the laws
of any jurisdiction other than the laws of the State of New York and the
corporate laws of the State of Delaware, nor do we express any opinion, either
implicitly or otherwise, on any issue not expressly addressed below. In
rendering this opinion letter, we have not passed upon and do not pass upon the
application of "doing business" or the securities laws of any jurisdiction. This
opinion letter is further subject to the qualification that enforceability may
be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other laws affecting the enforcement of the rights of
creditors generally and (ii) general principles of equity, whether enforcement
is sought in a proceeding in equity or at law.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement or a Trust Agreement for a
series of Certificates has been duly authorized by all necessary action and duly
executed and delivered by the parties thereto, such Pooling and Servicing
Agreement or Trust Agreement will be a legal and valid obligation of the
Registrant.
2. When an Indenture for a series of Notes has been duly authorized by
all necessary action and duly executed and delivered by the parties thereto,
such Indenture will be a legal and valid obligation of the applicable issuer.
3. When a Pooling and Servicing Agreement or a Trust Agreement for a
series of Certificates has been duly authorized by all necessary action and duly
executed and delivered by the parties thereto, and when the Certificates of such
series have been duly executed and authenticated in accordance with the
provisions of that Pooling and Servicing Agreement or Trust Agreement, and
issued and sold as contemplated in the Registration Statement and the prospectus
and prospectus supplement delivered in connection therewith, such Certificates
will be legally and validly issued and outstanding, fully paid and
non-assessable, and the holders of such Certificates will be entitled to the
benefits of that Pooling and Servicing Agreement or Trust Agreement.
4. When an Indenture for a series of Notes has been duly authorized by
all necessary action and duly executed and delivered by the parties thereto, and
when the Notes of such series have been duly executed and authenticated in
accordance with the provisions of that Indenture, and issued and sold as
contemplated in the Registration Statement and the prospectus and prospectus
supplement delivered in connection therewith, such Notes will be legally and
validly issued and outstanding, fully paid and non-assessable, and the holders
of such Notes will be entitled to the benefits of that Indenture.
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Salomon Brothers Mortgage Securities VII, Inc.
June 29, 2000 Page 3.
5. For federal income tax purposes, assuming compliance with all
provisions of the related Pooling and Servicing Agreement, the Trust Fund (or
each applicable portion thereof) will qualify as a one of more REMICs and the
REMIC Certificates offered with respect thereto will be considered to evidence
ownership of "regular interests" or "residual interests" in that REMIC within
the meaning of the REMIC Provisions. This opinion confirms and adopts the
opinion set forth in the Prospectuses and Prospectus Supplements which form a
part of this Registration Statement.
6. For federal income tax purposes, assuming compliance with all
provisions of the related Indenture, Owner Trust Agreement and certain related
documents and upon issuance of the Notes or Debt Certificates, (i) the Notes or
Debt Certificates will be treated as indebtedness and (ii) the Issuer, as
created pursuant to the terms and conditions of the Owner Trust Agreement, will
not be characterized as an association (or publicly traded partnership) taxable
as a corporation or as a taxable mortgage pool. This opinion confirms and adopts
the opinion set forth in the Prospectuses and Prospectus Supplements which form
a part of this Registration Statement.
7. For federal income tax purposes, assuming compliance with all
provisions of the related Pooling and Servicing Agreement and upon issuance of
such Grantor Trust Certificates, the related Grantor Trust Fund will be
classified as a grantor trust under subpart E, part I of subchapter J of the
Code and not as a partnership or an association taxable as a corporation. This
opinion confirms and adopts the opinion set forth in the Prospectuses and
Prospectus Supplements which form a part of this Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectuses
included in the Registration Statement under the heading "Legal Matters" and in
the prospectus supplement for any series of Securities in which our name appears
under the heading "Legal Matters" and/or "Federal Income Tax Consequences",
without admitting that we are "experts" within the meaning of the Act, and the
rules and regulations thereunder, with respect to any part of the Registration
Statement, including this Exhibit.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Richard M. Horowitz
