HUNTON & WILLIAMS LLP
BANK OF AMERICA PLAZA
SUITE 3500
101 SOUTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28280
TEL 704 o 378 o 4700
FAX 704 o 378 o 4890
July 31, 2006
Asset Backed Funding Corporation
214 North Tryon Street
Charlotte, North Carolina 28255
Re: C-BASS 2006-CB6 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB6
Ladies and Gentlemen:
We have acted as special counsel to Asset Backed Funding Corporation (the
"Company") in connection with the proposed sale by the Company and purchase by
Banc of America Securities LLC, Goldman, Sachs & Co., Greenwich Capital Markets,
Inc. and SG Americas Securities, LLC (the "Underwriters"), of C-BASS 2006-CB6
Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2006-CB6, Class
A-I, Class A-II-1, Class A-II-2, Class A-II-3, Class A-II-4, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates (collectively the "Certificates"), pursuant to the terms of the
Underwriting Agreement, dated July 27, 2006 (the "Underwriting Agreement"),
between the Company and Banc of America Securities LLC, as representative of the
Underwriters. The Certificates are being issued pursuant to a Pooling and
Servicing Agreement, dated as of July 1, 2006 (the "Pooling and Servicing
Agreement"), among the Company, Credit-Based Asset Servicing and Securitization
LLC, as seller (the "Seller"), Litton Loan Servicing LP, as servicer, and U.S.
Bank National Association, as trustee (the "Trustee").
In rendering the opinions set forth below, we have examined and relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Transaction Documents (as defined below) and such
certificates, corporate and public records, agreements and instruments and other
documents, including, among other things, the documents delivered on the date
hereof, as we have deemed appropriate as a basis for the opinions expressed
below. In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of
all documents, agreements and instruments submitted to us as copies or
specimens, the authenticity of the originals of such documents, agreements and
instruments submitted to us as copies or specimens, the conformity of the text
of each document filed with the Securities and Exchange Commission (the
"Commission") through the Commission's Electronic Data Gathering, Analysis and
Retrieval System to the printed document reviewed by us, and the accuracy of the
matters set forth in the documents, agreements and instruments we reviewed. As
to matters of fact relevant to the opinions expressed herein, we have relied
upon, and assumed the accuracy of, the representations and warranties contained
in the Underwriting Agreement and the Pooling and Servicing Agreement and we
have relied upon certificates and oral or written statements and other
information obtained from the Company, the other parties to the transaction
referenced herein, and public officials. Except as expressly set forth herein,
we have not undertaken any independent investigation (including, without
limitation, conducting any review, search or investigation of any public files,
records or dockets) to determine the existence or absence of the facts that are
material to our opinions, and no inference as to our knowledge concerning such
facts should be drawn from our reliance on the representations of the Company in
connection with the preparation and delivery of this letter.
Asset Backed Funding Corporation
July 31, 2006
Page 2
In particular, we have examined and relied upon: (i) the Prospectus, dated
February 16, 2006 (the "Prospectus") and the Prospectus Supplement, dated July
27, 2006 (the "Prospectus Supplement"), relating to the offering of the
Certificates, (ii) the Pooling and Servicing Agreement and (iii) the Mortgage
Loan Purchase Agreement, dated July 31, 2006, between the Company and the
Seller.
Items (ii) and (iii) above are referred to in this letter as the "Transaction
Documents."
We have also assumed that all documents, agreements and instruments have been
duly authorized, executed and delivered by all parties thereto, that all such
parties are validly existing and in good standing under the laws of their
respective jurisdictions of organization, that all such parties had the power
and legal right to execute and deliver all such documents, agreements and
instruments, and (other than with respect to the Company) that such documents,
agreements and instruments are legal, valid and binding obligations of such
parties, enforceable against such parties in accordance with their respective
terms. As used herein, "to our knowledge," "known to us" or words of similar
import mean the actual knowledge, without independent investigation, of any
lawyer in our firm actively involved in the transactions contemplated by the
Underwriting Agreement.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the State of New York and, to the extent expressly referred to in this
letter, the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Certificates have been duly authorized by the Company, and when the
Certificates have been duly executed and authenticated by the Trustee and paid
for and sold to the Underwriters as contemplated in the Prospectus and
Prospectus Supplement, the Certificates will be validly issued and entitled to
the benefits of the Pooling and Servicing Agreement; and
Asset Backed Funding Corporation
July 31, 2006
Page 3
2. The descriptions of federal income tax consequences appearing under the
heading "Federal Income Tax Consequences" in the Prospectus and in the
Prospectus Supplement accurately describe the material federal income tax
consequences to holders of the Certificates, under existing law and subject to
the qualifications and assumptions stated therein. We also hereby confirm and
adopt the opinions expressly set forth under such headings, under existing law
and subject to the qualifications and assumptions stated in such opinions.
We hereby consent to the filing of this letter as an exhibit to the Company's
Registration Statement on Form S-3 (File No. 333-130524) (the "Registration
Statement"), as it relates to the Certificates and to the reference to this firm
under the headings "Legal Matters" and "Federal Income Tax Consequences" in the
Prospectus and the Prospectus Supplement. 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 Securities Act of 1933, as
amended.
No opinion has been sought and none has been given concerning the tax treatment
of the issuance and sale of the Certificates under the laws of any state. In
addition, we disclaim any obligation to update this letter for changes in fact
or law, or otherwise.
Very truly yours,
/s/ Hunton & Williams LLP