MAYER
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BROWN
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ROWE
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& MAW
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1675 Broadway
New York, New York 10019-5820
Main Tel (212) 506-2500
Main Fax (212) 262-1910
www.mayerbrownrowe.com
January 17, 2003
Interstar Securitisation Management Pty Limited
Level 28, 367 Collins Street,
Melbourne, Australia
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 ("Class A2 Notes") and the Class B1 Mortgage Backed Floating
Rate Notes (together with the Class A2 Notes, the "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 2003-1 G 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
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
January 17, 2003
Page 2
Territories thereof and accordingly, such opinion is subject to the
assumptions and qualifications set forth in the opinion of Allens Arthur
Robinson.
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 turn under the
headings "United States Federal Income Tax Matters", "Summary--U.S. Tax
Status" and "Legal Matters" set forth in the Prospectus, without
MAYER, BROWN, ROWE & MAW
January 17, 2003
Page 3
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,
/s/ Mayer, Brown, Rowe & Maw
MAYER, BROWN, ROWE & MAW