Exhibit 5.1
M A Y E R
B R O W N
R O W E
& M A W
June 10, 2002 1675 Broadway
New York, New York 10019-5820
Interstar Securitisation Management Pty Limited Main Tel (212) 506-2500
Level 28, 367 Collins Street, Main Fax (212) 262-1910
Melbourne, Australia www.mayerbrownrowe.com
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
Registration Statement on Form S-11 (the "Registration Statement"), and the
Prospectus forming a part thereof (the "Prospectus") filed by you with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") relating to the Class A2 Mortgage Backed
Floating Rate Notes ("Notes"). The Registration Statement and the Prospectus
relate to the offer and sale of the Notes to be issued by Perpetual Trustees
Victoria Limited, in its capacity as trustee of the Interstar Millennium Series
2002-1G Trust (in such capacity, the "Issuer Trustee") pursuant to the terms of
the Master Trust Deed, the direction from Interstar Securitisation Management
Pty Limited, as manager, to the Issuer Trustee to issue the Notes, the Series
Notice, the Note Trust Deed, the Terms and Conditions of the Notes and the
Agency Agreement (collectively, the "Documents") as described in the
Registration Statement. The Master Trust Deed and forms of certain of the other
Documents are included as exhibits to the Registration Statement. We have
examined the Registration Statement, the Prospectus and such other documents as
we have deemed necessary or advisable for purposes of rendering this opinion.
Additionally, our advice has formed the basis for the description of the
selected Federal income tax consequences of the purchase, ownership and
disposition of the Notes to an original purchaser who is subject to United
States Federal income tax that appears under the heading "United States Federal
Income Tax Matters" in the Prospectus (the "Tax Description"). Except as
otherwise indicated herein, all terms defined in the Prospectus are used herein
as so defined.
We have assumed for the purposes of the opinions set forth below that
the Notes will be issued as described in the Registration Statement and that the
Notes will, at your direction, be sold by the Issuer Trustee for reasonably
equivalent consideration. We have also assumed that the Documents and the Notes
will be duly authorized by all necessary corporate action and that the Notes
will be duly issued, executed, authenticated and delivered in accordance with
the provisions of the Documents. In addition, we have assumed that the parties
to each Document will satisfy their respective obligations thereunder.
With respect to the opinion set forth in paragraph 1 of this letter, we
have relied, without independent investigation, on the opinion of Allens Arthur
Robinson as to those matters governed by the laws of the Commonwealth of
Australia or the laws of any of the States or Territories thereof and
accordingly, such opinion is subject to the assumptions and qualifications set
forth in the opinion of Allens Arthur Robinson
Brussels Charlotte Chicago Cologne Frankfurt Houston London
Los Angeles Manchester New York Palo Alto Paris Washington, D.C.
Independent Mexico City Correspondent: Jauregui, Navarrete, Nader y Rojas, S.C.
Mayer, Brown, Rowe & Maw is a U.S. General Partnership. We operate in
combination with our associated English partnership in the offices listed above.
MAYER, BROWN, ROWE & MAW
June 10, 2002
Page 2
The opinion set forth in paragraph 2 of this letter is based upon the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. This opinion is subject to the explanations and
qualifications set forth in the Tax Description. No tax rulings will be sought
from the IRS with respect to any of the matters discussed herein.
The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors
rights generally and to general equity principles.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction except as to matters that are
governed by Federal laws or the laws of the State of New York. All opinions
expressed herein are based on laws, regulations and policy guidelines currently
in force and may be affected by future regulations.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. When each of the Documents has been duly and validly completed,
executed and delivered by each and every party thereto substantially in the form
filed as an exhibit to the Registration Statement and the Notes have been duly
executed, authenticated, delivered and sold as contemplated in the Registration
Statement, such Notes will be legally and validly issued and binding obligations
of the Issuer Trustee.
2. While the Tax Description does not purport to discuss all possible
Federal income tax ramifications of the purchase, ownership, and disposition of
the Notes, particularly to U.S. purchasers subject to special rules under the
Internal Revenue Code of 1986, as amended, we hereby adopt and confirm the
opinions set forth in the Prospectus under the headings "Summary--U.S. Tax
Status" and "United States Federal Income Tax Matters", which discuss the
material federal income tax consequences of the purchase, ownership, and
disposition of the Notes. There can be no assurance, however, that the tax
conclusions presented therein will not be successfully challenged by the IRS, or
significantly altered by new legislation, changes in IRS positions or judicial
decisions, any of which challenges or alterations may be applied retroactively
with respect to completed transactions.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the headings
"United States Federal Income Tax Matters", "Summary - U.S. Tax Status" and
"Legal Matters" set forth in the Prospectus, 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, including this exhibit.
Very truly yours,
MAYER, BROWN, ROWE & MAW