EXHIBIT 5. 1
[Letterhead of Thacher Proffitt & Wood]
November 27, 2000
Salomon Smith Barney Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Mortgage Pass-Through Certificates,
Series 2000-BoA1
-----------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") and Salomon Smith Barney Inc. (the "Underwriter") in
connection with (i) the Mortgage Loan Purchase Agreement, dated November 21,
2000 (the "Purchase Agreement"), between Salomon Brothers Realty Corp. (the
"Seller") and the Depositor, (ii) the Pooling and Servicing Agreement, dated as
of November 1, 2000 (the "Pooling and Servicing Agreement"), among the Depositor
as depositor, Bank of America, N.A. as master servicer (the "Master Servicer")
and U.S. Bank National Association as trustee (the "Trustee") and the
certificates issued pursuant thereto designated as Mortgage Pass-Through
Certificates, Series 2000-BoA1, (collectively, the "Certificates"), (iii) the
Underwriting Agreement, dated November 21, 2000 (the "Underwriting Agreement"),
between the Depositor and the Underwriter pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates") and (iv) the
Prospectus Supplement, dated November 21, 2000 (the "Prospectus Supplement"),
and the Prospectus to which it relates, dated November 21, 2000 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus). The
Purchase Agreement, the Pooling and Servicing Agreement and the Underwriting
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, as to relevant factual matters 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, we have assumed (i) the authenticity of all
documents submitted to us as originals or as copies thereof, and the conformity
to the originals of all documents submitted
<PAGE>
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 any
document to which this opinion letter relates and that renders any of the
opinions expressed below inconsistent with such document 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 as to factual matters contained in any document or (b)
the conformity of the underlying assets and related documents to the
requirements of any agreement to which this opinion letter relates.
The opinions expressed 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
dealing 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 remedies including the
remedies of specific performance and self-help and provisions purporting to
waive the obligation of good faith, materiality, fair dealing, diligence,
reasonableness or objection to venue or forum, to confer subject matter
jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not
otherwise have subject matter jurisdiction, to waive the right to jury trial, to
impose a penalty or forfeiture, to release, exculpate or exempt a party from or
require indemnification of a party for liability for its own action or inaction
to the extent that the action or inaction includes negligence, recklessness or
willful or unlawful conduct, to sever any provision of any agreement, to
restrict access to legal or equitable remedies, to establish evidentiary
standards, to appoint any person or entity as the attorney-in-fact of any other
person or entity, to require that any agreement may only be amended, modified or
waived in writing, to provide that all rights or remedies of any party are
cumulative and may be enforced in addition to any other right or remedy, to
provide that the election of a particular remedy does not preclude recourse to
one or more remedies, to provide that the failure to exercise or the delay in
exercising rights or remedies will not operate as a waiver of any such rights or
remedies, to waive rights or remedies which can not be waived as a matter of
law, to provide for set-off unless there is mutuality between the parties or to
provide that any agreement is to be governed by or construed in accordance with
the laws of any jurisdiction other than the State of New York, (iii) bankruptcy,
insolvency, receivership, reorganization, liquidation, voidable preference,
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 any provision of any agreement which
purports or is construed to provide indemnification with respect to securities
law violations. We do not express any opinion herein with respect to any law the
violation of which would not have any material adverse effect on the ability of
any party to perform its obligations under any agreement. 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
<PAGE>
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. Wherever we indicate that our
opinion with respect to the existence or absence of facts is based on our
knowledge, our opinion is based solely on the actual present knowledge of the
attorneys in this firm who are directly involved in the representation of
parties to the transactions described herein in connection therewith. In that
regard we have conducted no special or independent investigation of factual
matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, including
the Securities Act of 1933, as amended (the "1933 Act"), 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, constitutes 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.
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 Underwriting Agreement, are validly issued
and outstanding and are 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, the
Trust Fund will qualify as a real estate mortgage investment
conduit ("REMIC") within the meaning of the REMIC Provisions
of the Code, the Class A Certificates, the Class IO
Certificates, the Class B-1 Certificates, the Class B-2
Certificates, the Class B-3 Certificates and the Class B-4
Certificates, the Class B-5 Certificates, the Class B-6
Certificates, the Class R-I Certificates and the Class R-II
Certificates will represent ownership of "regular interests"
in the REMIC and will generally be treated as debt instruments
of the REMIC and the Class R Certificates will constitute the
sole class of "residual certificates" in the REMIC, within the
meaning of the REMIC Provisions. This opinion confirms and
adopts the opinion set forth in the Registration Statement.
<PAGE>
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 prospectus and
prospectus supplement included in the Registration Statement under the headings
"Certain Federal Income Tax Consequences" and "Legal Matters", 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/ Richard M. Horowitz
--------------------------
