C-BASS 2006-CB6 Trust – ‘8-K’ for 7/31/06 – EX-5.1

On:  Monday, 7/31/06, at 5:12pm ET   ·   For:  7/31/06   ·   Accession #:  1125282-6-4459   ·   File #:  333-130524-01

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     11K 
 2: EX-5.1      Opinion re: Legality                                   3     17K 

EX-5.1   —   Opinion re: Legality
Exhibit Table of Contents

EX-5.1
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                                       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.                    

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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                        

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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                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		7/31/06		1		3			424B5,  8-K,  FWP
		7/27/06		1		2			FWP
		7/1/06		1
		2/16/06		2
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