Exhibit 5.2
The Tower at Peabody Place
100 Peabody Place, Suite 900
Memphis, TN 38103-3672
(901) 543-5900
May 28, 2013
Nationstar Mortgage LLC
Nationstar Capital Corporation
Nationstar Mortgage Holdings Inc.
c/o Nationstar Mortgage LLC
350 Highland Drive
Lewisville, Texas 75067
Ladies and Gentlemen:
We have acted as special Tennessee counsel to Nationstar Industrial Loan Company, a Tennessee corporation (the “Tennessee Guarantor”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of Nationstar Mortgage LLC, a Delaware limited liability company, Nationstar Capital Corporation, a Delaware corporation (together, the “Debt Co-Issuers”), Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company” and, together with the Debt Co-Issuers, the “Issuers”), and the guarantors listed in the Registration Statement (the “Guarantors”), including the Tennessee Guarantor, in respect of certain debt securities described therein (the “Debt Securities”), the guarantees of the Debt Securities by the Company and certain Guarantors (the “Debt Guarantees”), certain shares of the Company’s preferred stock, par value $0.01 per share, described therein (the “Preferred Stock”), and the guarantees of the Preferred Stock by the Debt Co-Issuers and certain Guarantors (the “Preferred Guarantees”, and, together with the Debt Guarantees, the “Guarantees”).
In arriving at the opinions expressed below, we have reviewed the following documents (the “Corporate Documents”):
| (a) | a certified copy of the Charter of the Tennessee Guarantor filed July 17, 1998 at filing number 3537-0435 with the Secretary of State of the State of Tennessee, as amended by the Articles of Amendment to the Charter filed August 25, 2006 at filing number 5848-2606 with said office; |
| (b) | a certified copy of the Bylaws of the Tennessee Guarantor; and |
| (c) | a certified copy of the resolutions of the Tennessee Guarantor’s board of directors approving the Guarantees. |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Tennessee Guarantor and such other documents,
bassberry.com
Nationstar Mortgage LLC, et al., p. 2
May 28, 2013
and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. As to factual matters, we have assumed the correctness of and relied upon statements and other representations of the officer(s) of the Tennessee Guarantor set forth in the certification of the aforementioned documents.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that all signatures on any executed documents submitted to us are genuine.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:
1. The Tennessee Guarantor is a validly existing corporation under the laws of the State of Tennessee.
2. Based solely on our review of the Corporate Documents, the execution and delivery of the Guarantees have been duly authorized by all necessary corporate action on the part of the Tennessee Guarantor.
Insofar as the foregoing opinions relate to the valid existence of the Tennessee Guarantor, they are based solely on a certificate of existence for the Tennessee Guarantor dated May 24, 2013 received from the Secretary of State of the State of Tennessee attached hereto asExhibit A and are limited by and subject to the matters expressly set forth in such certificate of existence.
The foregoing opinions are limited to the law of the State of Tennessee.
The opinions expressed herein are qualified as follows: The authorization of the Guarantees by the Tennessee Guarantor may be subject to corporation law restrictions relating to capital or other financial adequacy that would be applicable in the event that any indebtedness, obligation, liability or undertaking of the Tennessee Guarantor under the Guarantees is deemed to be a dividend or distribution.
Our opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
The opinions rendered herein are solely for the benefit of the Issuers and their successors and assigns in connection with the transactions that are the subject of the Guarantees, and this opinion letter may not be delivered to or relied upon by any other person nor quoted or reproduced in any report or other document without our prior written consent in each case; provided, however, that (i) we hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to this firm in the Registration Statement and related prospectus under the caption “Legal Matters” (in giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission thereunder) and (ii) a copy of this opinion letter may be furnished to your regulators, accountants, attorneys and other professional advisors for the purpose of confirming
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its existence, and this opinion letter may be disclosed in connection with any legal or regulatory proceeding relating to the subject matter hereof.
| Very truly yours, |
 |
| BASS, BERRY & SIMS PLC |
Exhibit A
[see attached]
 | STATE OF TENNESSEE Tre Hargett, Secretary of State Division of Business Services William R. Snodgrass Tower 312 Rosa L. Parks AVE, 6th FL Nashville, TN 37243-1102 |
| CFS | May 24, 2013 |
STE B
992 DAVIDSON DR
NASHVILLE, TN 37205-1051
| Request Type: | Certificate of Existence/Authorization | Issuance Date: 05/24/2013 | ||||
Request #: | 0098176 | Copies Requested: 1 |
Document Receipt
| Receipt #: 1056957 | Filing Fee: | $20.00 | ||
| Payment-Check/MO - CFS, NASHVILLE, TN | $20.00 | |||
| Regarding: | NATIONSTAR INDUSTRIAL LOAN COMPANY | |||||
| Filing Type: | Corporation For-Profit - Domestic | Control #: | 354326 | |||
| Formation/Qualification Date: 07/17/1998 | Date Formed: | 07/17/1998 | ||||
| Status: | Active | Formation Locale: | TENNESSEE | |||
| Duration Term: | Perpetual | Inactive Date: | ||||
| Business County: | ||||||
CERTIFICATE OF EXISTENCE
I, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that effective as of the issuance date noted above
NATIONSTAR INDUSTRIAL LOAN COMPANY
| * | is a Corporation duly incorporated under the law of this State with a date of incorporation and duration as given above; |
| * | is delinquent in the payment of one or more of the fees, taxes or penalties owed to the State (as reflected in the records of the Secretary of State and the Department of Revenue) which affect the existence/authorization of this business. |
| * | has filed the most recent corporation annual report required with this office; |
| * | has appointed a registered agent and registered office in this State; |
| * | has not filed Articles of Dissolution or Articles of Termination. A decree of judicial dissolution has not been filed. |
 |
| Tre Hargett |
| Secretary of State |
Processed By: Nichole Hambrick | Verification #: 003098524 | |||||
Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/