Exhibit 5.2
REALOGY CORPORATION
One Campus Drive
Parsippany, New Jersey 07054
May 31, 2011
The Covered Subsidiary Guarantors
named in Schedule I hereto
c/o Realogy Corporation
One Campus Drive
Parsippany, New Jersey 07054
RE:Registration Statement on Form S-1 (File No. 333-173250)
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Corporate Secretary of Realogy Corporation, a Delaware corporation (the “Company”), and in such capacity have acted as counsel to the subsidiaries of the Company named in Schedule I hereto (the “Covered Subsidiary Guarantors”) in connection with the Company’s filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1, filed with the Commission on April 1, 2011 and as amended on the date hereof (the “Registration Statement”), with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (i) $1,143,706,000 aggregate principal amount of the Company’s 11.00% Series A Convertible Senior Subordinated Notes due 2018 (the “Series A Convertible Notes”), $291,424,196 aggregate principal amount of the Company’s 11.00% Series B Convertible Senior Subordinated Notes due 2018 (the “Series B Convertible Notes”) and $675,111,000 aggregate principal amount of the Company’s 11.00% Series C Convertible Senior Subordinated Notes due 2018 (the “Series C Convertible Notes” and, together with the Series A Convertible Notes and Series B Convertible Notes, the “Convertible Notes”) issued under the Indenture, dated as of January 5, 2011 (the “Indenture”), by and among the Company, Domus Holdings Corp., a Delaware corporation (“Holdings”), the subsidiary guarantors named in Schedule II hereto (the “Subsidiary Guarantors” and, together with the Company and Holdings, the “Registrants”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and (ii) shares (the “Shares”) of Holdings’ Class A common stock, par value $0.01 per share (the “Common Stock”), issuable upon conversion of the Convertible Notes pursuant to the Indenture, in each case as contemplated by the Registration Rights Agreement, dated as of January 5, 2011 (the “Registration Rights Agreement”), by and among the Company, Holdings, the Subsidiary Guarantors, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. The Convertible Notes and the Shares are to be offered and sold by certain security holders of the Company.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of:
| (i) | the Registration Statement; |
| (ii) | an executed copy of the Registration Rights Agreement; |
| (iii) | an executed copy of the Indenture; |
| (iv) | a specimen certificate representing the Common Stock; |
| (v) | a copy of the current articles of incorporation, certificate of incorporation, certificate of formation or other formation document, as applicable, as amended or restated to the date hereof, of each Covered Subsidiary Guarantor; |
The Covered Subsidiary Guarantors named in Schedule I hereto
May 31, 2011
Page 2
| (vi) | a copy of the current bylaws, limited liability company agreement, operating agreement or other governing agreement, as applicable, as amended or restated to the date hereof, of each Covered Subsidiary Guarantor; |
| (vii) | certificates from each of the Covered Subsidiary Guarantors’ respective jurisdictions of incorporation or formation certifying such Covered Subsidiary Guarantors’ good standing and/or valid existence in such jurisdiction of incorporation or formation; |
| (viii) | a copy of certain omnibus resolutions adopted by the Managing Body (as such term is defined in such omnibus resolutions) of each Covered Subsidiary Guarantor; |
| (ix) | the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee, with respect to the Convertible Notes filed as an exhibit to the Registration Statement; and |
| (x) | the forms of global certificates evidencing the Convertible Notes (the “Global Notes”). |
I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Covered Subsidiary Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Covered Subsidiary Guarantors and others, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinion set forth herein.
In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed, I have assumed that the parties thereto, other than the Covered Subsidiary Guarantors, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Covered Subsidiary Guarantors and others and of public officials. The opinion set forth herein is based on laws in effect on the date hereof, which laws are subject to change with possible retroactive effect.
The opinion set forth below is subject to the following qualifications, further assumptions and limitations:
| (a) | the opinion stated herein is limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and |
| (b) | I do not express any opinion with respect to the enforceability of the provisions contained in Sections 11.02 and 12.02 of the Indenture to the extent that such provisions limit the obligations of the Guarantors under the Convertible Notes, the guarantees of the Convertible Notes (the “Guarantees”) and the Indenture. |
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that the Guarantees constitute valid and binding obligations of the Covered Subsidiary Guarantors, enforceable against the Covered Subsidiary Guarantors in accordance with their terms.
In rendering the opinion set forth above, I have assumed that the execution and delivery by the Covered Subsidiary Guarantors of the Indenture and the Convertible Notes and the performance by the Covered Subsidiary Guarantors of their respective obligations thereunder, do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Covered Subsidiary Guarantors or their properties are subject, except that I do not make this assumption with respect to those agreements and instruments which are listed as exhibits in Part II of the Registration Statement.
The Covered Subsidiary Guarantors named in Schedule I hereto
May 31, 2011
Page 3
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also consent to the reference to my name under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Marilyn J. Wasser
Marilyn J. Wasser, Esq.
Executive Vice President, General Counsel
and Corporate Secretary
Schedule I
COVERED SUBSIDIARY GUARANTORS
Burrow Escrow Services, Inc. |
Coldwell Banker Real Estate LLC |
Coldwell Banker Residential Brokerage Company |
Coldwell Banker Residential Real Estate LLC |
Coldwell Banker Residential Referral Network |
Cornerstone Title Company |
Equity Title Company |
Guardian Title Company |
National Coordination Alliance LLC |
Realogy Operations LLC |
Referral Network Plus, Inc. |
Valley of California, Inc. |
West Coast Escrow Company |
Colorado Commercial, LLC |
Guardian Title Agency, LLC |
NRT Colorado LLC |
Referral Network, LLC |
NRT Utah LLC |
ONCOR International LLC |
Real Estate Referral LLC |
Real Estate Referrals LLC |
Real Estate Services LLC |
Realogy Franchise Group LLC |
Realogy Global Services LLC |
Referral Network LLC |
St. Joe Title Services LLC |
The Sunshine Group (Florida) Ltd. Corp. |
Coldwell Banker Commercial Pacific Properties LLC |
Coldwell Banker Pacific Properties LLC |
NRT Insurance Agency, Inc. |
Referral Associates of New England LLC |
Mid-Atlantic Settlement Services LLC |
Sotheby’s International Realty, Inc. |
Burnet Realty LLC |
Burnet Title LLC |
Burnet Title Holding LLC |
Home Referral Network LLC |
Market Street Settlement Group LLC |
Coldwell Banker Residential Referral Network, Inc. |
TRG Settlement Services, LLP |
Lakecrest Title, LLC |
Alpha Referral Network LLC |
American Title Company of Houston |
ATCOH Holding Company |
NRT Texas LLC |
Processing Solutions LLC |
TAW Holding Inc. |
Texas American Title Company |
Waydan Title, Inc. |
Schedule II
SUBSIDIARY GUARANTORS
Burrow Escrow Services, Inc. |
Coldwell Banker Real Estate LLC |
Coldwell Banker Residential Brokerage Company |
Coldwell Banker Residential Real Estate LLC |
Coldwell Banker Residential Referral Network |
Cornerstone Title Company |
Equity Title Company |
Guardian Title Company |
National Coordination Alliance LLC |
Realogy Operations LLC |
Referral Network Plus, Inc. |
Valley of California, Inc. |
West Coast Escrow Company |
Colorado Commercial, LLC |
Guardian Title Agency, LLC |
NRT Colorado LLC |
Referral Network, LLC |
Associated Client Referral LLC |
Better Homes and Gardens Real Estate Licensee LLC |
Better Homes and Gardens Real Estate LLC |
Burgdorff LLC |
Burgdorff Referral Associates LLC |
Career Development Center, LLC |
Cartus Asset Recovery Corporation |
Cartus Corporation |
Cartus Partner Corporation |
CDRE TM LLC |
Century 21 Real Estate LLC |
CGRN, Inc. |
Coldwell Banker LLC |
Coldwell Banker Real Estate Services LLC |
Coldwell Banker Residential Brokerage LLC |
Equity Title Messenger Service Holding LLC |
ERA Franchise Systems LLC |
First California Escrow Corp |
Franchise Settlement Services LLC |
Global Client Solutions LLC |
Guardian Holding Company |
Gulf South Settlement Services, LLC |
Jack Gaughen LLC |
Keystone Closing Services LLC |
NRT Arizona Commercial LLC |
NRT Arizona LLC |
NRT Arizona Referral LLC |
NRT Columbus LLC |
NRT Commercial LLC |
NRT Commercial Utah LLC |
NRT Development Advisors LLC |
NRT Devonshire LLC |
NRT Hawaii Referral, LLC |
NRT LLC |
NRT Mid-Atlantic LLC |
NRT Missouri LLC |
NRT Missouri Referral Network LLC |
NRT New England LLC |
NRT New York LLC |
NRT Northfork LLC |
NRT Philadelphia LLC |
NRT Pittsburgh LLC |
NRT Referral Network LLC |
NRT Relocation LLC |
NRT REOExperts LLC |
NRT Settlement Services of Missouri LLC |
NRT Settlement Services of Texas LLC |
NRT Sunshine Inc. |
NRT Utah LLC |
ONCOR International LLC |
Real Estate Referral LLC |
Real Estate Referrals LLC |
Real Estate Services LLC |
Realogy Franchise Group LLC |
Realogy Global Services LLC |
Realogy Licensing LLC |
Realogy Services Group LLC |
Realogy Services Venture Partner LLC |
Secured Land Transfers LLC |
Sotheby’s International Realty Affiliates LLC |
Sotheby’s International Realty Licensee LLC |
Sotheby’s International Realty Referral Company, LLC |
Title Resource Group Affiliates Holdings LLC |
Title Resource Group Holdings LLC |
Title Resource Group LLC |
Title Resource Group Services LLC |
Title Resources Incorporated |
TRG Services, Escrow, Inc. |
World Real Estate Marketing LLC |
WREM, Inc. |
Referral Network LLC |
St. Joe Title Services LLC |
The Sunshine Group (Florida) Ltd. Corp. |
Coldwell Banker Commercial Pacific Properties LLC |
Coldwell Banker Pacific Properties LLC |
NRT Insurance Agency, Inc. |
Referral Associates of New England LLC |
Mid-Atlantic Settlement Services LLC |
Sotheby’s International Realty, Inc. |
Burnet Realty LLC |
Burnet Title LLC |
Burnet Title Holding LLC |
Home Referral Network LLC |
Market Street Settlement Group LLC |
The Sunshine Group, Ltd. |
Coldwell Banker Residential Referral Network, Inc. |
TRG Settlement Services, LLP |
Lakecrest Title, LLC |
Alpha Referral Network LLC |
American Title Company of Houston |
ATCOH Holding Company |
NRT Texas LLC |
Processing Solutions LLC |
TAW Holding Inc. |
Texas American Title Company |
Waydan Title, Inc. |