Attached files
| file | filename |
|---|---|
| 8-K - Sequoia Mortgage Trust 2010-H1 | v182128_8k.htm |
| EX-8.1 - Sequoia Mortgage Trust 2010-H1 | v182128_ex8-1.htm |
Exhibit
5.1
|
PHILLIP
R. POLLOCK
Email:
prpollock@tobinlaw.com
|
TOBIN & TOBIN
A
PROFESSIONAL CORPORATION
500
SANSOME STREET
EIGHTH
FLOOR
SAN
FRANCISCO, CALIFORNIA 94111
FACSIMILE
(415) 433-3883
(415)
433-1400
|
RICHARD
TOBIN (1852-1887)
ROBERT
TOBIN (1875-1889)
CYRIL
R. TOBIN (1905-1977)
|
April 26,
2010
Sequoia
Residential Funding, Inc.
One
Belvedere Place, Suite 330
Mill
Valley, CA 94941
Re:
Registration Statement on
Form S-3 by Sequoia Residential Funding, Inc.
Ladies
and Gentlemen:
We have
acted as special counsel to Sequoia Residential Funding, Inc., a Delaware
corporation (the “Company”), in connection with the offering of approximately
$230,703,000 aggregate principal amount of the Company’s Sequoia Mortgage Trust
2010-H1, Mortgage Pass-Through Certificates, Series 2010-H1, Class A-1, Class
A-IO, Class B-1 and Class B-2 (the “Certificates”), pursuant to a prospectus
dated April 22, 2010 (the “Base Prospectus”), as supplemented by the prospectus
supplement dated April 23, 2010 (the “Prospectus Supplement,” and together with
the Base Prospectus, the “Prospectus”). A registration statement of
the Company on Form S-3 relating to the Certificates (Commission File No.
333-159791) has been filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Act”), and was
declared effective on August 21, 2009.
As set
forth in the Prospectus, the Certificates will be issued by a trust under and
pursuant to the conditions of a pooling agreement dated as of April 1, 2010 (the
“Pooling Agreement”) between the Company and Wells Fargo Bank, N.A., as trustee
(the “Trustee”), and acknowledged as to specified sections by RWT Holdings, Inc.
as seller (the “Seller”).
We have
examined and relied upon copies of the Company’s Bylaws, the Registration
Statement, the form of Pooling Agreement and the forms of Certificates included
as exhibits thereto, and such other records, documents and statutes as we have
deemed necessary for purposes of this opinion.
TOBIN & TOBIN
Sequoia
Residential Funding, Inc.
April 26,
2010
Page
2
In our
examination we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such documents. As to any facts
material to the opinions expressed herein that were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company and others.
Based
upon the foregoing, we are of the opinion that:
1. When
the Pooling Agreement relating to the Certificates has been duly and validly
authorized by all necessary action on the part of the Company and has been duly
executed and delivered by the Company and the Trustee, and the Seller as to
specified sections, such Pooling Agreement will constitute a legal, valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws relating to or affecting creditors’ rights generally or
by general equity principles.
2. The
Certificates have been duly authorized by all necessary action on the part of
the Company, and when duly executed and authenticated by the Trustee in
accordance with the terms of the Pooling Agreement and issued and delivered
against payment therefor as described in the Registration Statement and the
Prospectus, such Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of the
Pooling Agreement.
In
rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the laws of the State of New York (excluding choice of
law principles therein), the corporation laws of the State of Delaware and the
federal laws of the United States of America.
We hereby
consent to the filing of this letter and to the references to this firm under
the heading “Legal Matters” in the Prospectus forming a part of the Registration
Statement, without admitting that we are “experts” within the meaning of the Act
or the Rules and Regulations of the Commission issued thereunder, with respect
to any part of the Registration Statement.
Very
truly yours,
TOBIN
& TOBIN
/s/ Tobin
& Tobin