Attached files
| file | filename |
|---|---|
| 8-K - Sequoia Mortgage Trust 2010-H1 | v182128_8k.htm |
| EX-5.1 - Sequoia Mortgage Trust 2010-H1 | v182128_ex5-1.htm |
Exhibit
8.1
[Letterhead
of Chapman and Cutler LLP]
April 26,
2010
Redwood
Trust, Inc.
One
Belvedere Place
Suite
300
Mill
Valley, CA 94941
Sequoia
Residential Funding, Inc.
One
Belvedere Place
Suite
330
Mill
Valley, CA 94941
Re:
Sequoia Mortgage Trust 2010-H1 / Tax Opinion
Ladies
and Gentlemen:
We have
acted as your special tax counsel in connection with the anticipated issuance of
$230,703,000 (Approximate) aggregate principal amount of Sequoia Mortgage Trust
2010-H1 Mortgage Pass-Through Certificates, Series 2010-H1 (the “Certificates”) to be issued
by Sequoia Mortgage Trust 2010-H1 (the “Trust
Fund”). Reference is hereby made to the Depositor’s
Shelf Registration Statement on Form S-3 (Registration Statement No. 333-159791)
filed with the Securities and Exchange Commission (“SEC”) under the Securities
Act of 1933 (the “Act”)
and declared effective on August 21, 2009. The Trust Fund is being
established by Sequoia Residential Funding, Inc. (the “Depositor”) pursuant to the
Pooling Agreement, dated as of April 1, 2010 (the “Pooling Agreement”), between
the Depositor and Wells Fargo Bank, N.A., as Trustee. The
Certificates will be issued pursuant to the Pooling Agreement and are being
offered pursuant to the Prospectus dated April 22, 2010 (the “Prospectus”), as supplemented
by the Prospectus Supplement dated April 23, 2010 (the “Prospectus
Supplement”). In connection with certain SEC filing
requirements under the Act, you have requested that we deliver our opinion
regarding certain federal income tax matters described in the Prospectus and the
Prospectus Supplement. In addition to this opinion, we expect to
deliver to the underwriters on the Closing Date an opinion in substantially the
form hereof. Each capitalized term used but not defined herein has
the meaning assigned thereto in the Pooling Agreement.
In
formulating our opinions, we have reviewed copies of (i) the Prospectus and
Prospectus Supplement, (ii) the Pooling Agreement and the forms of Certificates
issued pursuant thereto, (iii) the Master Mortgage Loan Purchase and Servicing
Agreement, (iv) the Acknowledgment, dated April 28, 2010, assigning rights under
the Master Mortgage Loan Purchase
and Servicing Agreement, and (v) such resolutions, certificates, records, and
other documents provided by the Depositor as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
REDWOOD
TRUST, INC.
SEQUOIA
RESIDENTIAL FUNDING, INC.
April 26,
2010
Page
2
In our
examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals or finals, the conformity to original documents of all documents
submitted to us as certified, conformed or other copies, and the authenticity of
the originals of such copies. In rendering our opinions, we have
assumed that the transactions described in or contemplated by the foregoing
documents have been and/or will be consummated in accordance with the terms of
such operative documents, and that such documents accurately reflect the
material facts of such transactions.
Our
opinion is also based on the Internal Revenue Code of 1986 and the Treasury
regulations promulgated thereunder, each as amended to the date hereof (the
“Code”), administrative
rulings, judicial decisions and other applicable authorities. The
statutory provisions, regulations, and interpretations on which our opinion is
based are subject to change, possibly retroactively. In addition,
there can be no complete assurance that the Internal Revenue Service will not
take positions contrary to the conclusions stated in our opinion.
Based on
the foregoing, we are of the opinion that, assuming (i) the making of a
timely election to treat the Trust Fund as consisting of multiple REMICs, each
comprised of the assets and interests specified in the Pooling Agreement and
(ii) compliance with the provisions of the Pooling Agreement, the Master
Mortgage Loan Purchase and Servicing Agreement and the Acknowledgment, for
United States federal income tax purposes:
|
1.
|
the
statements in the Prospectus under the heading “Material Federal Income
Tax Consequences,” as supplemented or modified by the statements in the
Prospectus Supplement under the heading “Material Federal Income Tax
Consequences,” to the extent that they constitute matters of law or legal
conclusions with respect to United States federal income tax matters, are
correct in all material respects;
and
|
|
2.
|
each
segregated asset pool for which the Pooling Agreement directs the Trustee
to make a REMIC election will qualify as a REMIC within the meaning of
Section 860D of the Code.
|
Other
than as expressly stated above, we express no opinion on any issue relating to
the Depositor, the Trust Fund, or to any other securities issued by them, or
under any law other than United States federal income tax laws.
REDWOOD
TRUST, INC.
SEQUOIA
RESIDENTIAL FUNDING, INC.
April 26,
2010
Page
3
We impose
no limit on your disclosure of this opinion or the tax treatment or tax
structure of the transactions described herein. However, we are
furnishing this opinion to you solely in connection with the initial sale of the
Certificates and it cannot be relied upon by any other person or for any other
purpose without our express written permission.
We hereby
consent to the filing of this letter and the references to Chapman and Cutler
LLP under the heading “Material Federal Income Tax Consequences” in the
Prospectus and the heading “Material Federal Income Tax Consequences” in the
Prospectus Supplement. In giving our consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Exchange Act of 1934, as amended, or the rules and
regulations promulgated thereunder.
Very
truly yours,
/s/
Chapman and Cutler LLP