October 31, 2003
Wachovia Asset Securitization Issuance, LLC
301 South College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration
statement filed with the Securities and Exchange Commission (the "Commission")
on September 30, 2003, pursuant to the Securities Act of 1933, as amended (the
"Act"), as amended by Pre-Effective Amendment No. 1, dated the date hereof (as
amended, the "Registration Statement"). The Registration Statement covers
Mortgage Pass-Through Certificates ("Certificates") and Asset-Backed Notes
("Notes" and together with the Certificates, the "Securities") to be sold by
Wachovia Asset Securitization Issuance, LLC (the "Company") in one or more
series (each, a "Series") of Securities. Each Series of Certificates will be
issued under a separate pooling and servicing agreement (each, a "Pooling and
Servicing Agreement") among the Company, a trustee to be identified in the
Prospectus Supplement for such Series of Certificates (a "Trustee"), and a
servicer (the "Servicer") or a master servicer (the "Master Servicer") to be
identified in the Prospectus Supplement for such Series of Certificates. Each
Series of Notes will be issued under a separate indenture (each, an "Indenture")
between a Delaware statutory trust formed by the Company and an indenture
trustee to be identified in the Prospectus Supplement for such Series of Notes.
A form of Pooling and Servicing Agreement and a form of Indenture are included
as exhibits to the Registration Statement. Capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to such terms in
the Registration Statement.
We have examined originals or copies certified or otherwise identified
to our satisfaction of such documents and records of the Company, and such
public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the Company, a Trustee and the Servicer or Master
Servicer, such Pooling and Servicing Agreement will constitute a
valid and legally binding agreement of the
Company, enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, receivership or other
laws relating to or affecting creditors' rights generally, and to
general principles of equity and the discretion of the court
(regardless of whether enforcement is sought in a proceeding at
law or in equity);
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the Company, a Trustee and the Servicer or Master
Servicer, and the Certificates of such Series have been duly
executed, authenticated, delivered and sold as contemplated in
the Registration Statement, such Certificates will be validly
issued and outstanding, and the holders of such Certificates will
be entitled to the benefits of such Pooling and Servicing
Agreement.
3. When an Indenture for a Series of Notes has been duly and validly
authorized, executed and delivered by the Delaware statutory
trust formed by the Company and an Indenture Trustee, such
Indenture will constitute a valid and legally binding agreement
of the Delaware statutory trust, enforceable against the Delaware
statutory trust in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, receivership or other laws relating
to or affecting creditors' rights generally, and to general
principles of equity and the discretion of the court (regardless
of whether enforcement is sought in a proceeding at law or in
equity); and
4. When an Indenture for a Series of Notes has been duly and validly
authorized, executed and delivered by the Delaware statutory
trust formed by the Company and an Indenture Trustee, and the
Notes of such Series have been duly executed, authenticated,
delivered and sold as contemplated in the Registration Statement,
such Notes will be validly issued and outstanding, and the
holders of such Notes will be entitled to the benefits of such
Indenture.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft LLP