Exhibit 5.1
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[Hunton & Williams Letterhead]
December 15, 2000
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Las Vegas, Nevada 89109
Oakwood Mortgage Investors, Inc.
Senior/Subordinated Pass-Through Certificates, Series 2000-D
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Ladies and Gentlemen:
We have acted as special counsel for Oakwood Mortgage Investors, Inc.,
a Nevada corporation (the "Company"), in connection with the proposed issuance
and sale of the Company's Senior/Subordinated Pass-Through Certificates, Series
2000-D, Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2 and
Class B-1 Certificates (the "Certificates") by OMI Trust 2000-D (the "Trust").
In order to express our opinion hereinafter stated, we have examined the form of
Pooling and Servicing Agreement, including the Standard Terms thereto, and form
of Sales Agreement (collectively the "Transaction Documents") filed as an
exhibit to the Company's registration statement on Form S-3 (No. 333-72621) (the
"Registration Statement"). We have also examined such statutes, corporate
records and other instruments and documents as we have deemed necessary for the
purposes of this opinion.
Based on and subject to the foregoing, we are of the opinion that:
1. (a) When the Transaction Documents each have been duly completed, authorized,
executed and delivered by all of the parties thereto to reflect the specific
terms of the transaction, (b) if the parties to the Transaction Documents comply
(without waiver) with all of the provisions thereof, and (c) if elections
properly are made and filed for each of the pooling assets and the issuing
assets to be treated as a separate real estate mortgage investment conduit (a
"REMIC") pursuant to Section 860D of the Internal Revenue Code of 1986, as
amended (the "Code"), the Certificates offered for sale under the Registration
Statement will be considered "regular interests" in a REMIC on the date of
issuance thereof and thereafter, and the Trust will not be treated as an
association taxable as a corporation for federal income tax purposes, assuming
continuing compliance with the REMIC provisions of the Code and regulations
thereunder.
2. When the Transaction Documents have been duly authorized, executed
and delivered by the parties thereto, they will constitute valid, legal and
binding agreements of the Company, enforceable against the Company in accordance
with their terms, subject to bankruptcy,
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Oakwood Mortgage Investors, Inc.
December 15, 2000
Page 2
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and to general principles of equity,
regardless of whether enforcement is sought in a proceeding in equity or at law.
3. When the Certificates have been duly issued, executed and
authenticated in accordance with the provisions of the Pooling and Servicing
Agreement and delivered to and paid for by the purchasers thereof, the
Certificates will be legally and validly issued for adequate consideration and
(a) the Certificateholders will be entitled to the benefits provided by the
Pooling and Servicing Agreement and (b) no Certificateholder will be subject to
any further assessment in respect of the purchase price of the Certificates.
You should be aware that the above opinions represent our conclusions
as to the application of existing law to the transaction described above as of
the date hereof. We do not undertake to advise you of any changes in the
opinions expressed herein from matters that might hereafter arise or be brought
to our attention. In addition, there can be no assurance that contrary positions
will not be taken by the Internal Revenue Service or that the law will not
change. You should also be aware that we have not reviewed the Transaction
Documents in their final, executed form and this opinion is expressly predicated
on the satisfactory completion and execution of the Transaction Documents.
Our opinions expressed herein are limited to the federal laws of the
United States of America and the State of North Carolina. No opinion has been
sought and none has been given concerning the tax consequences of the
transaction under the laws of any state.
We hereby consent to the filing of this opinion under cover of Form 8-K
with the Securities and Exchange Commission, to be incorporated by reference as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is required by
Section 7 of the Act, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
