We
have
acted as counsel for Structured Asset Securities Corporation, a Delaware
corporation (the “Company”), in connection with the offering of the Company’s
Lehman Mortgage Trust Mortgage Pass-Through Certificates, Series 2007-6 (the
“Certificates”). A Registration Statement of the Company on Form S-3 relating to
the Certificates (Commission File No. 333-133985) has been filed with the
Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Securities Act”) and was declared effective on August10, 2006. As set forth in the prospectus dated May 22, 2007, as supplemented
by
a prospectus supplement dated June 27, 2007 (the “Base Prospectus” and the
“Prospectus Supplement,” respectively), the Certificates will be issued under
and pursuant to the conditions of a trust agreement dated as of June 1, 2007,
by
and among the Company, as depositor, Aurora Loan Services LLC, as master
servicer (the “Master Servicer”) and U.S. Bank National Association, as trustee
(the “Trustee”), and
an exchange trust agreement dated as of June 1, 2007, between the Trustee and
the Depositor (each such agreement, a “Trust Agreement”).
We
have
examined a form of each Trust Agreement, forms of the Certificates, the Base
Prospectus, the Prospectus Supplement, and originals or copies, certified or
otherwise identified to our satisfaction, of such instruments, certificates,
records and other documents, and have made such examination of law, as we have
deemed necessary or appropriate for the purpose of this opinion. In our
examination, we have assumed the legal capacity of all natural persons, 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 or by facsimile or other means of
electronic transmission, and the authenticity of the originals of such latter
documents. With your express consent and approval, we have made all assumptions
in connection with this opinion without further investigation or inquiry, unless
and to the extent otherwise specified. As to facts relevant to the opinions
expressed herein and the other statements made herein, we have relied, to the
extent we have deemed appropriate, upon certificates and oral or written
statements and representations of officers and other representatives of the
Company and others.
Based
upon the foregoing, we are of the opinion that:
(i) Each
Trust Agreement has been duly and validly authorized by all necessary action
on
the part of the Company and, when duly executed and delivered by the Company,
the Trustee, the Master Servicer, as applicable, and any other party thereto,
such Trust Agreement will constitute a legal, valid and binding agreement of
the
Company, enforceable against it in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, fraudulent transfer and other similar laws
relating to or affecting creditors’ rights generally and to general equitable
principles (regardless of whether considered in a proceeding in equity or at
law), including concepts of commercial reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, and with respect to the rights of indemnity or contribution, as may
be
limited by public policy considerations;
(ii) The
issuance and sale of the Certificates have been duly authorized by all requisite
corporate action on the part of the Company and, when duly and validly executed
and authenticated in accordance with the terms of the applicable Trust Agreement
and delivered against payment therefor pursuant to the underwriting agreement
dated December 21, 2005, between the Company and Lehman Brothers Inc., and
a
terms agreement dated June 27, 2007, between the Company and Lehman Brothers
Inc. (such underwriting agreement, as supplemented by such terms agreement,
the
“Underwriting Agreement”), the Certificates will be duly and validly issued and
outstanding, and entitled to the benefits of the Trust Agreement;
(iii) Under
existing law, assuming compliance with all provisions of the Trust Agreement,
for federal income tax purposes, each portion of the Trust Fund for which the
Trust Agreement directs that a REMIC election be made will qualify as a “real
estate mortgage investment conduit” (“REMIC”) pursuant to Section 860D of the
Internal Revenue Code of 1986, as amended (the “Code”); each Class of
Certificates, other than the Exchangeable Certificates and the Class X, Class
LT-R and Class R Certificates, and exclusive of any right to receive FPD
Premiums (as defined in the Trust Agreement), any right to receive Basis Risk
Shortfalls (as defined in the Trust Agreement) and rights to receive certain
prepayment premiums in respect of the Designated Mortgage Loans (as defined
in
the Trust Agreement) in the case of the Class 1-A9 and Class 1-A10 Certificates,
will evidence ownership of “regular interests” in a REMIC within the meaning of
Section 860G(a)(1) of the Code; the Class LT-R Certificate will be considered
to
represent the sole class of “residual interest” within the meaning of Section
860G(a)(2) of the Code in REMIC I; and the Class R Certificate will be
considered to represent the sole class of “residual interest” within the meaning
of Section 860G(a)(2) of the Code in each remaining REMIC formed pursuant to
the
Trust Agreement; and
(iv) The
statements contained under the captions “Material Federal Income Tax
Considerations” in each of the Base Prospectus and Prospectus Supplement,
insofar as such statements constitute conclusions of law, are true and correct
in all material respects as set forth therein.
The
foregoing opinions deal only with the specific legal issues that each opinion
explicitly addresses. Accordingly, the express opinions set forth above
concerning particular legal issues do not address any other
matters.
In
rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the federal laws of the United States of America and
the
laws of the State of New York. The opinions set forth in this opinion express
our professional judgment as to how the highest court of the applicable
jurisdiction would appropriately resolve the issues in question.
The
opinions set forth in subparagraphs (iii) and (iv) are based upon the existing
provisions of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and Releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such changes
may be retroactive in application and could modify the legal conclusions upon
which such opinions are based. The opinions expressed herein are limited as
described above, and we do not express an opinion on any other tax aspect of
the
transactions contemplated by the documents referenced above.
We
hereby
consent to the filing of this letter and to the references to this firm under
the headings “Legal Matters” and “Material Federal Income Tax Considerations” in
each of the Base Prospectus and the Prospectus Supplement, without implying
or
admitting that we are “experts” within the meaning of the Securities Act or the
rules and regulations of the Commission issued hereunder, with respect to any
part of the Base Prospectus or the Prospectus Supplement.
Very
truly yours,
/s/
McKee
Nelson LLP
Dates Referenced Herein and Documents Incorporated by Reference
