EXHIBIT 1
ATTORNEY'S CONSENT
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Exhibits 5.3, 8.2 and 23.3
[Letterhead of Thacher Proffitt & Wood]
December 15, 2000
Merrill Lynch Mortgage Investors, Inc.
4 World Financial Center -- Floor #10
New York, NY 10080
Merrill Lynch Mortgage Investors, Inc.
Mortgage Pass-Through Certificates and
Mortgage-Backed Notes Registration Statement on Form S-3
Ladies and Gentlemen:
We are counsel to Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation (the "Registrant") in connection with the registration under the
Securities Act of 1933, as amended (the "1933 Act"), of Mortgage Pass-Through
Certificates (the "Certificates") and Mortgage-Backed Notes (the "Notes"; and
together with the Certificates, the "Securities"), and the related preparation
and filing of a Registration Statement on Form S-3 (the "Registration
Statement"). The Certificates are issuable in series under separate 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 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 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.
In rendering this opinion letter, we have examined the forms of the
Agreements incorporated by reference in the Registration Statement, the
Registration Statement 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 the authenticity of all documents submitted to
us as originals and the conformity to the originals of all
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December 18, 2000 Page 2.
documents submitted to us as copies. 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, although we
have no knowledge of anything relating to these matters that would affect our
opinion.
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, regardless of whether considered in a proceeding in equity or at law,
and (ii) bankruptcy, insolvency, receivership, reorganization, liquidation,
fraudulent conveyance, moratorium or other similar laws affecting the rights of
creditors or secured parties.
In rendering this opinion letter, we do not express any opinion
concerning any laws 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 as interpreted by judicial decisions. 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. Each Pooling and Servicing Agreement for a Series of
Certificates, assuming the execution and delivery thereof by
the parties thereto, will be a valid and legally binding
agreement under the laws of the State of New York, enforceable
thereunder against the Registrant in accordance with its
terms.
2. Each Indenture for a Series of Notes, assuming the execution
and delivery thereof by the parties thereto, will be a valid
and legally binding agreement under the laws of the State of
New York, enforceable thereunder against the applicable issuer
in accordance with its terms.
3. Each series of Certificates, assuming the execution and
delivery of the related Pooling and Servicing Agreement, the
execution and authentication of such Certificates in
accordance with that Pooling and Servicing Agreement and the
delivery and payment therefor as contemplated in the
Registration Statement and the prospectus and prospectus
supplement delivered in connection therewith, will be legally
and validly issued and outstanding, fully paid and
non-assessable and entitled to the benefits of that Pooling
and Servicing Agreement.
4. Each series of Notes, assuming the execution and delivery of
the related Indenture, the execution and authentication of
such Notes in accordance with that Indenture and the delivery
and payment therefor as contemplated in the Registration
Statement and the prospectus and prospectus supplement
delivered in connection therewith, will be legally and validly
issued and outstanding, binding obligations of the Issuer,
fully paid and non-assessable and entitled to the benefits of
that Indenture.
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December 18, 2000 Page 3.
5. The description of federal income tax consequences appearing
under the heading "Certain Federal Income Tax Consequences"
in the prospectus contained in the Registration Statement,
while not purporting to discuss all possible federal income
tax consequences of an investment in the Certificates, is
accurate with respect to those tax consequences which are
discussed, and we hereby confirm and adopt that description
as our opinion.
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,
