RAAC Series 2007 SP2 Trust – ‘8-K’ for 7/10/07 – EX-5

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-5   —   Ex 5.1

EX-5
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                                                                     EXHIBIT 5.1

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:                                                           

        At your request, we have examined the Registration Statement on Form S-3
(File No.  333-140609),  filed by Residential Asset Mortgage  Products,  Inc., a
Delaware  corporation  (the  "Registrant"),  with the  Securities  and  Exchange
Commission  (the  "Commission")  on February 12, 2007 and declared  effective on
April  12,  2007  (the  "Registration   Statement"),   in  connection  with  the
registration  under the  Securities  Act of 1933,  as amended  (the  "Act"),  of
Mortgage   Asset-Backed   Pass-Through   Certificates,   Series   2007-SP2  (the
"Certificates").  The  Certificates  will be issued  pursuant  to a Pooling  and
Servicing  Agreement,  dated as of June 1, 2007,  (the  "Pooling  and  Servicing
Agreement") as more  particularly  described in the prospectus,  dated April 17,
2007  and the  prospectus  supplement,  dated  July  9,  2007,  relating  to the
Certificates (together, the "Prospectus").                                      

        We have  assumed for the  purposes of the  opinions set forth below that
the Certificates will be sold by you for reasonably equivalent consideration. We
have also 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;  and  (c)  the  truth,   accuracy  and
completeness of the information, representations and warranties contained in the
records, documents,  instruments and certificates we have reviewed. In addition,
we have assumed  that the parties to the Pooling and  Servicing  Agreement  will
satisfy their respective obligations thereunder.                                

        On the basis of the  foregoing  examination  and  assumptions,  and upon
consideration  of  applicable  law, it is our opinion  that when the Pooling and
Servicing  Agreement  has been duly and validly  executed  and  delivered by the
parties thereto,  and the Certificates  have been duly executed and delivered in
accordance with the Pooling and Servicing  Agreement and sold, the  Certificates
will be legally  issued,  fully paid and  nonassessable,  and the holders of the
Certificates  will be  entitled to the  benefits  of the  Pooling and  Servicing
Agreement,   except  as  enforcement   thereof  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  arrangement,  fraudulent  conveyance,
moratorium,  or other laws  relating  to or  affecting  the rights of  creditors
generally  and  general  principles  of equity,  including  without  limitation,
concepts of materiality,  reasonableness,  good faith and fair dealing,  and the
possible unavailability of specific performance or injunctive relief, regardless
of whether such  enforceability  is  considered  in a proceeding in equity or at
law.                                                                            

[SIGNATURE PAGE FOLLOWS]

EX-5
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Residential Asset Mortgage Products, Inc.                                       
July 9, 2007                                                                    
Page 2                                                                          

        We hereby  consent  to the  filing of this  letter as an  exhibit to the
Registration  Statement  and to the  references  to this firm under the headings
"Legal  Matters" in the Prospectus and in the  Prospectus  Supplement  forming a
part of the  Registration  Statement,  without  admitting  that we are "experts"
within the meaning of the term 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 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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