October 31, 2003
Wachovia Asset Securitization Issuance, LLC
301 South College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
We have acted as your special tax 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 and a servicer or a 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.
In rendering the opinion set forth below, we have examined and relied
upon the following: (i) the Registration Statement, the Prospectus and the forms
of Prospectus Supplement constituting a part thereof, each substantially in the
form filed with the Commission, (ii) the form of the Pooling and Servicing
Agreement and Indenture, each substantially in the form as filed with the
Commission and (iii) such other documents, records and instruments as we have
deemed necessary for the purposes of this opinion.
As counsel to the Company, we have advised the Company with respect to
certain federal income tax aspects of the proposed issuance of the Securities.
Such advice has formed the basis for the description of material federal income
tax consequences for holders of the Securities that appears under the headings
"Summary of Prospectus--Tax Status of the
Securities" and "Federal Income Tax Consequences" in the Prospectus and under
the headings "Summary of Prospectus Supplement--Material Federal Income Tax
Consequences," "Summary of Terms--Federal Income Tax Consequences," "Federal
Income Tax Consequences" and "Material Federal Income Tax Consequences" in the
forms of Prospectus Supplement. Such descriptions do not purport to discuss all
possible federal income tax ramifications of the proposed issuance of the
Securities, but, with respect to those federal income tax consequences that are
discussed, in our opinion, the descriptions is accurate in all material
respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and Prospectus Supplements and in the other documents reviewed by us.
Our opinion as to the matters set forth herein could change with respect to a
particular Series of Securities as a result of changes in facts or
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. Because the Registration Statement
contemplates Series of Securities with numerous different characteristics, the
particular characteristics of each Series of Securities must be considered in
determining the applicability of this opinion to a particular Series of
Securities. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to this firm under the
caption "Federal Income Tax Consequences" in the Prospectus forming a part of
the Registration Statement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Securities under the laws of any
state.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft LLP