[*] 2003
Interstar Securitisation Management Pty Limited
Level 28
367 Collins Street
Melbourne VIC 3000
Dear Sirs
INTERSTAR MILLENNIUM SERIES 2003-1G TRUST
We have acted for Interstar Securitisation Management Pty Limited in connection
with the Interstar Millennium Series 2003-1G Trust constituted under the Master
Trust Deed dated 2 December 1999 between Perpetual Trustees Victoria Limited and
Interstar Securities (Australia) Pty Limited.
Definitions in the Prospectus as filed with the Securities and Exchange
Commission under the US Securities Act of 1933 (the PROSPECTUS) apply in this
opinion. RELEVANT JURISDICTION means the Commonwealth of Australia or New South
Wales. No assumption or qualification in this opinion limits any other
assumption or qualification in it.
1. DOCUMENTS
We have examined a copy of the Prospectus.
2. ASSUMPTION
For the purposes of giving this opinion we have assumed that where a
document has been submitted to us in draft form it will be executed in
the form of that draft.
3. QUALIFICATIONS
Our opinion is subject to the qualification that we express no opinion
as to any laws other than the laws of each Relevant Jurisdiction as in
force at the date of this opinion and, in particular, we express no
opinion as to the Laws of England or the United States.
4. OPINION
Based on the assumptions and subject to the qualifications set out
above (which, except where expressly stated, apply equally to each of
the opinions below) we are of the following opinion.
(a) Any final and conclusive judgment of a court of the State of
New York, USA, or the United States Federal Court having
jurisdiction recognised by the Relevant Jurisdiction, in
respect of an obligation under a US$ Note, which is for a
fixed sum of money and which has not been stayed or satisfied
in full, would be enforceable
[ALLENS ARTHUR ROBINSON LETTER HEAD]
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by action in the courts of each Relevant Jurisdiction without
a re-examination of the merits of the issues determined by the
proceedings in the New York State Court or the United States
Federal Court (as applicable) unless:
(i) the proceedings in the New York State Court or the
United States Federal Court (as applicable) involved a
denial of the principles of natural justice;
(ii) the judgment is contrary to the public policy of the
Relevant Jurisdiction;
(iii) the judgment was obtained by fraud or duress or was
based on a clear mistake of fact;
(iv) the judgment is a penal or revenue judgment; or
(v) there has been a prior judgment in another court
between the same parties concerning the same issues as
are dealt with in the judgment of the New York State
Court or the United States Federal Court (as
applicable).
In particular, actions in a Relevant Jurisdiction (including
as original actions or as actions to enforce judgments of a
United States Court) relating to civil liabilities predicated
on securities laws of the United States may not be enforceable
in a Relevant Jurisdiction.
(b) A judgment by a court in a Relevant Jurisdiction may be given
in some cases only in Australian dollars.
We consent to the filing of this letter as an exhibit to the Registration
Statement on Form S-11 filed with the Prospectus, without admitting that we are
"experts" within the meaning of the Securities Act of 1933 or the rules and
regulations of the commission issued under that Act with respect to any part of
the Registration Statement, including this exhibit.
Yours faithfully
ANDREW JINKS
Partner
Andrew.Jinks@aar.com.au
Tel: (02) 9230 4925
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