RAAC Series 2007 SP2 Trust – ‘8-K’ for 7/10/07 – EX-8

On:  Tuesday, 7/10/07, at 3:10pm ET   ·   For:  7/10/07   ·   Accession #:  1402889-7-11   ·   File #:  333-140609-03

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     12K 
 2: EX-5        Ex 5.1                                                 2      9K 
 3: EX-8        Ex 8.1                                                 2      9K 

EX-8   —   Ex 8.1

EX-8
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                                                         EXHIBIT 8.1

July 9, 2007                                                                    

Residential Asset Mortgage Products, Inc.                                       
8400 Normandale Lake Boulevard, Suite 250                                       
Minneapolis, MN  55437                                                          

       Re:    Mortgage Asset-Backed Pass-Through Certificates, Series 2007-SP2

Ladies and Gentlemen:                                                           

        We  have  advised   Residential  Asset  Mortgage  Products,   Inc.  (the
"Registrant") with respect to certain federal income tax aspects of the issuance
of the Mortgage  Asset-Backed  Pass-Through  Certificates,  Series 2007-SP2 (the
"Certificates"),  which  will be  issued  pursuant  to a Pooling  and  Servicing
Agreement,  dated as of June 1,  2007,  as more  particularly  described  in the
prospectus,  dated April 17, 2007 (the "Base  Prospectus"),  and the  prospectus
supplement,  dated July 9, 2007 (the "Prospectus  Supplement" and, together with
the Base Prospectus, the "Prospectus"),  relating to such series, each forming a
part of the Registration Statement on Form S-3 (File No. 333-140609) as filed by
the Registrant with the Securities and Exchange  Commission  (the  "Commission")
under the Securities Act of 1933, as amended (the "Act"),  on February 12, 2007,
and  declared  effective  on April  12,  2007  (the  "Registration  Statement").
Capitalized terms used but not defined herein have the meanings specified in the
Prospectus.                                                                     

        The description of selected  federal income tax  consequences to holders
of the Certificates  that appears under the heading "Material Federal Income Tax
Consequences"  in the Base Prospectus and in the Prospectus  Supplement does not
purport  to  discuss  all  possible  income tax  ramifications  of the  proposed
issuance, but with respect to those tax consequences which are discussed, in our
opinion such  description is accurate in all material  respects to the extent it
relates  to  matters  of law or  legal  conclusions  with  respect  thereto.  In
addition,  we adopt and confirm the statements in the description  identified as
the opinion of special United States federal tax counsel.                       

        We have  examined such  instruments,  documents and records as we deemed
relevant and necessary as a basis of our opinion hereinafter expressed.  In such
examination,  we have assumed the following:  (a) the  authenticity  of original
documents  and the  genuineness  of all  signatures;  (b) the  conformity to the
originals of all documents  submitted to us as copies;  (c) the truth,  accuracy
and completeness of the information, representations and warranties contained in
the records,  documents,  instruments and certificates we have reviewed; (d) the
legal  capacity  of all natural  persons;  and (e) the  authenticity  of oral or
written statements and  representations of public officials,  officers and other
representatives of the Registrant and others.                                   

[SIGNATURE PAGE FOLLOWS]

EX-8
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Residential Asset Mortgage Products, Inc.                             
July 9, 2007                                                          
Page 2                                                                

        We hereby  consent to the filing of this opinion letter as an exhibit to
the Registration  Statement and to the use of our name wherever appearing in the
Prospectus contained therein. In giving such consent, we do not consider that we
are  "experts,"  within the  meaning of the term as used in the Act or the rules
and regulations of the Commission issued thereunder, with respect to any part of
the  Registration  Statement,  including  this  opinion  letter as an exhibit or
otherwise.                                                                      

                         Very truly yours,

                                        /s/ Mayer, Brown, Rowe & Maw LLP

                                    MAYER, BROWN, ROWE & MAW 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:		7/10/07							424B3,  FWP
		7/9/07		1		2
		6/1/07		1
		4/17/07		1
		4/12/07		1
		2/12/07		1
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