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Exhibits 5.1 and 8.1
October 30, 2000
IndyMac MBS, Inc.
155 North Lake Avenue
Pasadena, California 91101
Re: IndyMac MBS, Inc.
Residential Asset Securitization Trust 2000-A8
Mortgage Pass-Through Certificates, Series 2000-H
Ladies and Gentlemen:
We have acted as special counsel for IndyMac MBS, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of the Mortgage
Pass-Through Certificates of the above-referenced Series (the "Certificates")
pursuant to a Pooling and Servicing Agreement dated as of October 1, 2000 (the
"Pooling and Servicing Agreement"), among the Company, as depositor, IndyMac
Bank, F.S.B., as seller and master servicer (the "Seller and Master
Servicer"), and The Bank of New York, as trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership interest
Residential Asset Securitization Trust 2000-A8 (the "Trust Fund"). The assets
of the Trust Fund will consist primarily of a pool of conventional fixed-rate
mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties. Capitalized terms not otherwise defined
herein have the meanings ascribed to such terms in the Pooling and Servicing
Agreement.
We have examined such documents and records and made such investigations
of such matters of law as we have deemed appropriate as a basis for the
opinions expressed below. Further, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized, executed
and delivered by the Company and the Seller and Master Servicer and
constitutes a valid, legal and binding agreement of the Company and the
Seller and Master Servicer, enforceable against the Company and the
Seller and Master Servicer in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally (and, in the
case of the Seller and the Master Servicer the rights of creditors of
federally-chartered savings banks in particular) and to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law.
2. Assuming that the Certificates have been duly executed and countersigned
by the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. The Master REMIC and the Subsidiary REMIC as described in the Pooling and
Servicing Agreement and the Prospectus Supplement will each qualify as a
"real estate mortgage investment conduit" ("REMIC") within the meaning of
Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"), assuming: (i) an election is made to treat the assets of the
Master REMIC as a REMIC and an election is made to treat the assets of
the Subsidiary REMIC as a REMIC, (ii) compliance with the Pooling and
Servicing Agreement and (iii) compliance with changes in the law,
including any amendments to the Code or applicable Treasury regulations
thereunder.
The opinion set forth in paragraph 3 is based upon the existing
provisions of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such changes
may be retroactive in application and could modify the legal conclusions upon
which such opinions are based. Such opinion is limited as described above, and
we do not express an opinion on any other tax aspect of the transactions
contemplated by the Pooling and Servicing Agreement or the effect of such
transactions on IndyMac Bank, F.S.B. or any of its shareholders.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal laws of the United States of
America, the corporate laws of the State of Delaware and the laws of the State
of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ BROWN & WOOD LLP
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BROWN & WOOD LLP
