EXHIBIT 5.1
[TOBIN & TOBIN LETTERHEAD]
January 28, 2004
Sequoia Mortgage Funding Corporation
One Belvedere Place, Suite 320
Mill Valley, CA 94941
Sequoia Residential Funding, Inc.
One Belvedere Place, Suite 330
Mill Valley, CA 94941
Re: Registration Statement on Form S-3 by Co-Registrants
Sequoia Mortgage Funding Corporation and Sequoia Residential
Funding, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Sequoia Mortgage Funding
Corporation, a Delaware corporation ("Sequoia Mortgage Funding") and Sequoia
Residential Funding, Inc., a Delaware corporation ("Sequoia Residential
Funding", and together with Sequoia Mortgage Funding, the "Co-Registrant" or
"Co-Registrants"), in connection with the preparation of a registration
statement on Form S-3 (the "Registration Statement") for the registration with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of asset-backed securities with an aggregate offering price
of up to $6,000,000,000. The amount of asset-backed securities eligible to be
sold under Co-Registrants' prior registration statement, No. 333-103634,
$1,146,313,400, shall be carried forward to this Registration Statement, for a
combined offering of asset-backed securities by the Co-Registrants of up to
$7,146,313,400 (the "Asset-Backed Securities"). As described in the Registration
Statement, the Asset-Backed Securities consist of Asset-Backed Certificates
("Certificates") and Collateralized Mortgage Bonds ("Bonds").
The Certificates may be issued from time to time in series. Each series of
Certificates will be issued by a trust (each, a "Trust") formed by either
Sequoia Mortgage Funding or Sequoia Residential Funding pursuant to a pooling
and servicing agreement (each, a "Pooling and Servicing Agreement") among the
respective Co-Registrant, a master servicer (the "Master Servicer"), a seller
(the "Seller") and a trustee (the "Trustee"). Each series of Certificates issued
by a Trust may include one or more classes of Certificates. The Bonds are
issuable in series under separate indentures (each such agreement an
"Indenture"), between an issuer and an indenture trustee.
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Sequoia Mortgage Funding Corporation
Sequoia Residential Funding, Inc.
January 28, 2004
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We have examined and relied upon copies of the Co-Registrants' Bylaws, the
Registration Statement, the form of Pooling and Servicing Agreement and the
forms of Certificates included as exhibits thereto, the form of Indenture and
the forms of Bonds included as exhibits thereto, and such other records,
documents and statutes as we have deemed necessary for purposes of this opinion.
In our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such documents. As to any facts
material to the opinions expressed herein that were not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Co-Registrants and others.
Based upon the foregoing, we are of the opinion that:
1. When any Pooling and Servicing Agreement relating to a series of
Certificates has been duly and validly authorized by all necessary action on the
part of either Sequoia Mortgage Funding or Sequoia Residential Funding and has
been duly executed and delivered by the respective Co-Registrant, the Master
Servicer, the Seller, the Trustee and any other party thereto, such Pooling and
Servicing Agreement will constitute a legal, valid and binding agreement of the
respective Co-Registrant, enforceable against the respective Co-Registrant in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting creditors' rights
generally or by general equity principles.
2. When a series of Certificates has been duly authorized by all necessary
action on the part of either Sequoia Mortgage Funding or Sequoia Residential
Funding (subject to the terms thereof being otherwise in compliance with
applicable law at such time), duly executed and authenticated by the Trustee for
such series in accordance with the terms of the related Pooling and Servicing
Agreement and issued and delivered against payment therefor as described in the
Registration Statement and the Prospectus delivered in connection therewith,
such series of Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of the
related Pooling and Servicing Agreement.
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Sequoia Mortgage Funding Corporation
Sequoia Residential Funding, Inc.
January 28, 2004
Page 3
3. When an Indenture for a series of Bonds has been duly authorized by all
necessary action and duly executed and delivered by the parties thereto, such
Indenture will be a legal and valid obligation of the applicable issuer.
4. When an Indenture for a series of Bonds has been duly authorized by all
necessary action and duly executed and delivered by the parties thereto, and
when the Bonds of such series have been duly executed and authenticated in
accordance with the provisions of that Indenture, and issued and sold as
contemplated in the Registration Statement and the Prospectus delivered in
connection therewith, such Bonds will be legally and validly issued and
outstanding, fully paid and non-assessable, and will be binding obligations of
the applicable issuer, and the holders of such Bonds will be entitled to the
benefits of that Indenture.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein), the corporation laws of the State of Delaware
and the federal laws of the United States of America.
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 heading
"Legal Matters" in the base prospectus forming a part of the Registration
Statement, 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,
TOBIN & TOBIN
/s/ Tobin & Tobin