Citigroup Mortgage Loan Trust Inc., Series 2005-HE3 – ‘10-K’ for 12/31/05 – EX-5

On:  Wednesday, 3/29/06, at 2:20pm ET   ·   For:  12/31/05   ·   Accession #:  1338512-6-4   ·   File #:  333-124036-09

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report -- sec10k                                6±    28K 
 2: EX-1        Underwriting Agreement                                 2±    12K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      2±    10K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws      2±    11K 
 5: EX-4        Instrument Defining the Rights of Security Holders     1      7K 
 6: EX-5        Opinion re: Legality                                   2±     9K 
 7: EX-7        Letter re: Non-Reliance upon a Previously Issued       1      6K 
                          Audit Report or Completed Interim Review               
 8: EX-8        Opinion re: Tax Matters                             HTML     31K 

EX-5   —   Opinion re: Legality

ANNUAL CERTIFICATION  

Re: Citigroup Mortgage Loan Trust Inc. (the 'Trust'), Asset-Backed Pass-        
Through     Certificates, Series 2005-HE3 issued pursuant to the Pooling
and Servicing Agreement, dated as of September 1, 2005 (the "Pooling and
Servicing Agreement), among Citigroup Mortgage Loan Trust Inc., as      
depositor (the "Depositor), U.S. Bank National Association, as trustee  
 (the Trustee'), HomEq Servicing Corporation, as servicer (the Servicer"),
and Citibank, N.A. as trust administrator (the "Trust Administer")      

I, Arthur Q. Lyon, certify to the Depositor and the Trustee, and their          
officers, directors and affiliates, and with the knowledge and intent that      
they will rely upon this certification, that:                                   

   1.  The servicing information required to be provided to the Trustee by
the Servicer under the Pooling and Servicing Agreement has been so  
provided;                                                           

2.  I am responsible for reviewing the activities performed by the  
Servicer under the Pooling and Servicing Agreement and based upon my
 knowledge and the annual compliance review required under the Pooling
and Servicing Agreement, and except as disclosed in the annual      
compliance statement required to be delivered to the Trustee in     
   accordance with the terms of the Pooling and Servicing Agreement (which
 has been so delivered to the Trustee), the Servicer has fulfilled its
 obligations under the Pooling and Servicing Agreement in all material
respects; and                                                       

  3.  All significant deficiencies relating to the Servicer's compliance
with the minimum servicing standards for purposes of the report     
   provided by an independent public accountant, after conducting a review
   conducted in compliance with the Uniform Single Attestation Program for
  Mortgage Bankers or similar procedure, as set forth in the Pooling and
Servicing Agreement, have been disclosed to such accountant and are 
included in such reports.                                           

Dated March 15, 2006                                                            

HomEq Servicing Corporation                                                     

/s/ Arthur Q. Lyon                                                              
-------------------                                                             
Arthur Q. Lyon                                                                  
President                                                                       

Sarbanes Oxley Certificate 2005-HE3                                             

ANNUAL CERTIFICATION        

Re:  Pursuant to the Pooling and Servicing Agreement for Asset-Backed Pass      
 Through Certificates Series 2005-HE3 (the 'Servicing Agreement'), dated
  as of September 1, 20D5, between Citigroup Mortgage Loan Trust Inc. (the
"Depositor') U.S. Bank National Association (the "Trustee"), and HomEq
Servicing Corporation as servicer (the "Servicer")                    

I, Arthur Q. Lyon, President of the Servicer, hereby certify to Depositor and   
the Trustee, the Master Servicer and their officers, directors and              
affiliates, and with the knowledge and intent that they will rely upon this     
certification, that:                                                            

   A review of the activities of the Servicer during the 2005 calendar
     year and the Servicer's performance under the Servicing Agreement has
  been made under my supervision, the Servicer has complied with the
   Servicing Agreement in all material respects and, to the best of my
knowledge, based on such review, the Servicer has materially    
fulfilled all of its obligations under the Servicing Agreement  
throughout such calendar year.                                  

Date:  March 15, 2006                                                           

/s/ Arthur Q. Lyon                                                              
-------------------                                                             
Arthur Q. Lyon                                                                  
President                                                                       

Dates Referenced Herein

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/29/06		None on these Dates
		3/15/06
For Period End:		12/31/05
		9/1/05
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